Spotify for Authors Terms of Use

1. Introduction

Please read these Terms of Use ("Terms") carefully as they govern the use of (which includes access to) the Spotify for Authors services, including all of our websites and software applications that incorporate or link to these Terms (collectively, "Spotify for Authors" or the "Service"), and any material that is made available through the Service ("Content").

Use of the Service may be subject to additional terms and conditions presented by Spotify, which are hereby incorporated by this reference into these Terms. Please refer to Section 12 (About These Terms) below for information about those additional terms and how we may change these Terms or the additional terms incorporated by reference. To learn more about how Spotify collects, uses, shares and protects your personal data, please see the Spotify Privacy Policy.

The Service is made available only to users in the audiobook industry for business purposes, and is not open to "consumers" as contemplated in applicable consumer protection laws, or anyone acting for personal, family or household purposes.

By signing up for, accessing, or otherwise using the Service, you agree to these Terms on behalf of the company, organization, business, or other entity for whose purposes you are using the Service (including for example, the audiobook publishing company for whom you are an employee and on whose behalf you are using the Service) ("Company"), and you represent and warrant that: (1) you are an authorized representative of the Company with the authority to bind the Company to these Terms, regardless of whether you remain an authorized representative of that Company in the future; (2) the Company agrees to be bound by these Terms; and (3) you agree to be bound by these Terms on behalf of such Company. If you and your Company cannot agree to everything in the preceding sentence, then you and your Company must not use the Service. For clarity, if you are entering into these Terms as an individual author without an incorporated entity for your business, all references to your "Company" shall be construed to refer to you in your individual capacity as the sole proprietor of your business.

By signing up for, or otherwise using, the Service, you agree to these Terms. If you do not agree to these Terms, then you must not use the Service or access any Content.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 11 BELOW, REQUIRES, AS FAR AS PERMITTED BY APPLICABLE LAW, THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

Service provider

These Terms are between you and your Company, on the one hand, and (a) if your Company is organized under, or otherwise subject to the laws of, the United States of America or any state located therein or any of its territories or possessions, Spotify USA Inc., a Delaware Corporation with offices at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007 ("Spotify USA"), or (b) if your Company is organized under, or otherwise subject to the laws of any country other than the United States of America or any state located therein or any of its territories or possessions, Spotify AB, of Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7495 ("Spotify AB", collectively with Spotify USA "Spotify").

The applicable Spotify entity is referred to in these terms as "Spotify", "us", "we", or "our".

Age and eligibility requirements

In order to use the Service and access any Content, you need to (1) be 13 years of age (or the equivalent minimum age in your home country) or older, (2) have parent or guardian consent if you are a minor in your home country; (3) have the power to enter a binding contract with us on behalf of your Company and not be barred from doing so under any applicable laws, and (4) reside in a country where the Service is available. You also promise that any registration information that you submit to Spotify is true, accurate, and complete, and you agree to keep it that way at all times. If you are a minor in your home country, your parent or guardian will need to enter into these Terms on your behalf.

2. The Service Provided by Us

a. The Service

We provide services for members of the audiobook industry, including, without limitation, analytics and other tools for audiobook business goals. Certain Service options are provided free-of-charge, while other options may require payment before they can be accessed. We may also make available offerings of third-party products and services.

b. Beta Features

From time-to-time, we may offer beta features through the Service ("Beta Features"). We use Beta Features to experiment with and test new feature ideas. Accordingly, you may find that Beta Features appear one day, undergo periodic changes, or even disappear completely without notice.

c. Service Limitations and Modifications

We use reasonable efforts to keep the Service operational. However, the operation and functionality of the Service may vary from time to time, and additionally, Spotify reserves the right to change our Service offerings and their availability from time to time, without notice or liability to you. For example:

• The Service may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
• We aim to evolve and improve our Service constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all of or part of the Service (including, but not limited to, particular functions, features, and promotional offerings).
• The Service is constantly evolving and adapting to the needs of Spotify's community. Spotify has no obligation to make any specific content available through the Service, and Spotify or the applicable owners may remove access to Content without notice.

Your right to terminate these Terms if you no longer want to use the Service is set forth in Section 6 below.

Except as otherwise provided under applicable law, Spotify has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties or events beyond our control.

d. Third Party Services

The Service may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Devices"). Your and your Company's use of such Third-Party Applications and Devices may be subject to additional terms, conditions and policies provided to you and/or your Company by the applicable third party. Spotify does not guarantee that Third-Party Applications or Devices will be compatible with the Service.

e. Data Insights; Mistakes

You and your Company acknowledge that the Service is an optional service that we are providing to you and your Company for use at our discretion. The Service may provide you with the ability to view usage of your audiobook and demographic data on your audience. While we work hard to ensure the accuracy of the data, we do not guarantee that the Service or the data we collect from or provide via the Service will be available or error-free, or that mistakes, including mistakes in the data insights that we provide to you, will not happen from time to time. Where there is a glitch or mistake in the Service, we will take all reasonable efforts to address or correct these mistakes. Consistent with Section 7 of these Terms, all data is provided to you "AS-IS." You use all data provided by us at your sole risk and discretion.

Although Spotify takes reasonable precautions to preserve and protect the User Content (as defined in Section 4) stored in the database used by Spotify to provide the Service, you shall not rely on the Service as your only storage facility, and you should preserve backup copies of your User Content. Spotify is not liable for damage to, deletion of, or failure to store any content.

3. Your Use of the Service

a. Creating an account

You may need to create an account to use all or part of the Service. Your username and password are for your use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our Customer Service team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.

Spotify may reclaim, or require you to change, your account username for any reason.

b. Your rights to use the Service

Access to the Service

Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you a limited, non-exclusive, non-transferable, revocable permission to use the Service, and the Content solely in connection with your use of the Service (collectively, "Access"). This Access shall remain in effect unless and until terminated by you or Spotify. You agree that you will not redistribute or transfer the Service or the Content.

The Spotify software applications and the Content are licensed, not sold or transferred to you, and Spotify and its licensors retain ownership of all copies of the Spotify software applications and Content even after installation on your devices.

Compliance with Terms; Delegation

You and your Company acknowledge and agree that these Terms govern your Access to and other use of the Service. You and your Company agree to abide by the User Guidelines (described in more detail below) and not to use the Service or the Content, or any part thereof in any manner not expressly permitted by these Terms, including the User Guidelines.

You may add users to your Company's teams, and delegate your authority to use the Service to those additional users, solely if such users have a business reason for such use (each, a "Delegate"). You must only add Delegates to specific Company teams within the Service for which they have permission by your Company as well as a valid business justification. In the event that any of your Delegates Access or otherwise use the Service, you acknowledge and agree on behalf of your Company that these Terms shall govern their use of the Service as well. You represent, warrant and covenant to us that each of your Delegates is authorized to use the Service, and sub-delegate their authority to additional users, for and on behalf of the Company.

You and your Company expressly agree that: (1) you and all Delegates will comply with these Terms; (2) the Company shall be fully liable for your and each Delegate's violation of these Terms, and; (3) the Company will be responsible for the acts or omissions of you and your Delegates for purposes of these Terms.

Spotify's Proprietary Rights

The Service and the Content are the property of Spotify or Spotify's licensors. 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 you any rights to use any Spotify Brand Features whether for commercial or non-commercial use.

You agree to abide by the Spotify User Guidelines and not to use the Service, the Content, or any part thereof in any manner not expressly permitted by these Terms.

c. User Guidelines

We've established guidelines for using the Service, to make sure the Service stays enjoyable for everyone ("User Guidelines"). In using the Service, you and your Company must comply with the Spotify User Guidelines, as well as all applicable laws, rules, and regulations, and respect the intellectual property, privacy, and other rights of third parties.

d. Export Control and Sanctions

Certain Spotify products and services are subject to trade control laws, including the export control and economic sanctions laws of the United States, the European Union, the United Kingdom and other jurisdictions, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. Department of State, Regulation 2021/821 as amended (EU Dual-Use Regulation), the UK Export Control Act 2002 and the UK Export Control Order 2008 (collectively, "Trade Control Laws"). You represent and warrant that you are (1) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions ("Sanctioned Country"), nor are you owned by or acting on behalf of a Government subject to asset-blocking sanctions or any person or entity organized, located or ordinarily resident in a Sanctioned Country; and (2) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or at the direction of any entity identified on, U.S., E.U., U.K., or other applicable government restricted party lists, such as the Specially Designated Nationals List maintained by OFAC, the Consolidated list of persons, groups and entities subject to EU financial sanctions, or the UK Consolidated List.

You agree to comply with all applicable Trade Control Laws in your use of the Service. Specifically, you agree 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 applicable Trade Control Laws. Spotify shall not be required to act in any way that is prohibited under applicable Trade Control Laws, and it shall be in the sole discretion of Spotify to refrain from being directly or indirectly involved in the provision of products or services that may be prohibited under applicable Trade Control Laws.

4. Content and Intellectual Property Rights

a. User Content.

If you elect to post, upload or otherwise contribute User Content (defined below) to the Service, the terms of Section 4.a and b will apply to you and such content. For clarification purposes, certain users of the Service may have separate licensing agreements or distribution terms with Spotify establishing the terms on which Spotify is granted certain rights in (including the right to distribute) and in connection with audiobooks and certain related ancillary content ("Distributed Audiobook Content") owned, controlled and/or provided by such users ("Distribution Term"). If you or your Company have entered into Distribution Terms with Spotify, the terms of those Distribution Terms will apply to the Distributed Audiobook Content covered by those Distribution Tems. In the event of a conflict between these Terms and the Distribution Terms, the Distribution Terms shall prevail over these Terms.

The content you post on the Service

You, on behalf of your Company, may post, upload, or otherwise contribute content to the Service ("User Content"). For the avoidance of doubt, "User Content" includes all information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to the Service by users, but does not include Distributed Audiobook Content covered by Distribution Terms. For more information on User Content or other third-party content and its moderation, see our Platform Rules, information about Content Actions and our Intellectual Property Policy.

You and your Company are solely responsible for all User Content that you post, upload, or otherwise contribute.

You and your Company promise that, with respect to any User Content you post, upload, or otherwise contribute, (1) you own or have the right to post such User Content and to authorize the use of the User Content as permitted pursuant to these Terms; (2) such User Content, or its use by Spotify pursuant to the licenses granted in these Terms, does not: (i) violate these Terms, including but not limited to Spotify User Guidelines, applicable law, the regulations and rules of any guilds, unions or collectives, or violate or infringe the rights of any third party, including any intellectual property (including without limitation, copyright), publicity, privacy, personality, contract, or other rights of others; or (ii) imply any affiliation with or endorsement of you or your User Content by Spotify or any other individual or entity without the prior express written consent from Spotify or such individual or entity; (3) you have and shall have acquired, retained and properly administered any third-party rights, licenses, authorizations, consents, permissions and approvals relating to the User Content you post to the Service and required by Spotify to exercise the license granted in these Terms; and (4) no royalties, fees or other monies (however characterized) are or shall be payable by or on behalf of Spotify to or on behalf of any person or entity in connection with or arising out of the User Content (which, for clarity, does not include Distributed Audiobook Content that is covered by Distribution Terms) you post to the Service or the exercise by Spotify of the license granted in these Terms.

In posting or sharing User Content or other information on the Service, please keep in mind that content and other information may be publicly accessible. Spotify is not responsible for what you or others post or share on the Service. To the extent you or your Company have access to a particular page or account on the Service which is also accessible to one or more other users or Companies, certain of your User Content (including, but not limited to, your name, role, access level and certain actions you take on the Service) may be visible to such other users or Companies. Your right to access and edit pages or assets may differ depending on your underlying rights over that material and your level of access to the Service. In some cases, you may share administrative and editing rights of a particular page or account on the Service with other users or Companies.

Monitoring user content

Spotify may, but has no general obligation to, monitor or review User Content. Spotify reserves the right to take measures that affect the availability, visibility, and accessibility of User Content. For more information on Spotify's actions against illegal content and content in violation of Spotify's policies (including our User Guidelines and Platform Rules), and for further details on how to report content, as well as how to appeal content actions, please refer to our Platform Rules and information about Content Actions.

b. Licenses that you grant to us

User Content

For avoidance of doubt, the license in this Section 4.b does not apply to Distributed Audiobook Content covered by Distribution Terms.

You retain ownership of your User Content when you post it to the Service. However, in order for us to provide the Service to you and distribute your User Content, we do need a limited license from you to that User Content. Accordingly, you hereby grant Spotify a non-exclusive, worldwide license to reproduce, make available, perform, display, distribute, and otherwise use your User Content on and in connection with the Service. This license permits the use of the User Content by Spotify for systems and product management and development, testing, training, modeling, and implementation in connection with anti-piracy and anti-fraud measures and the discoverability, promotion, marketing, curation, distribution, and sale (or developing the user experience in connection therewith) of the User Content and the Service. For the sake of clarity, these Terms do not authorize Spotify to use User Content to create a new book, ebook or audiobook, or to use User Content to create a new, machine-generated voice without your permission.

You also agree that, if you create your User Content with one or more collaborators, you will ensure that each such collaborator has granted to you all of the rights that you need in order for you to grant the licenses that you grant to us herein in such User Content.

Feedback

If you provide feedback, ideas or suggestions to Spotify in connection with the Service ("Feedback"), you acknowledge that the Feedback is not confidential and you authorize Spotify to, and hereby grant to Spotify an irrevocable, perpetual, transferable license to reproduce, implement and otherwise use that Feedback without restriction and without payment to you.

c. Infringement claims

Spotify respects the rights of intellectual property owners. If you believe that any Content infringes your copyright, trademark or other intellectual property rights, please see the Spotify Intellectual Property Policy.

5. Contact

For customer support queries, please contact us at authorsupport@spotify.com.

6. Problems and Disputes

a. Suspending and terminating the Service

These Terms will continue to apply to you and your Company until terminated by either your Company or Spotify. Spotify may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Service, completely or with respect to specific features and programs, at any time if we reasonably believe you or your Company have breached any of these Terms, if we stop providing the Service or any material component thereof, as we believe reasonably necessary to comply with applicable law, or if we reasonably believe there has been conduct that creates liability or material harm to any user, other third party, Spotify or our affiliates. The foregoing is not intended to limit Spotify's other rights and remedies in any way.

If there is a dispute between you and/or your Company 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 access to such account, in whole or in part, at any time and without any liability to you, your Delegates and/or any other person or entity, including your Company. Spotify may resolve disputes among users or it may leave the resolution of disputes up to the parties involved, who may seek relief from a court of competent jurisdiction. If Spotify resolves any dispute, then you and your Company agree that Spotify's decision is final and binding upon you and your Company, and that, except as required by applicable law, neither you nor your Company will have any cause of action against Spotify, although you may have recourse against any third parties as provided under applicable law. Spotify will also abide by any lawful order from a court of competent jurisdiction.

If Spotify terminates these Terms, or if Spotify limits, suspends or terminates your access to the Service, due to breach of these Terms, if necessary to comply with applicable law or due to conduct that creates liability or material harm, you, on behalf of your Company, agree that Spotify shall have no liability or responsibility to you or your Company, and (except as expressly provided in these Terms or applicable law) Spotify will not refund any amounts that you may have already paid. If Spotify terminates these Terms because we stop providing the Service or a material component of it, Spotify will endeavor to provide you with notice of the termination including additional details about the termination such as when it will become effective.

Your Company may terminate these Terms at any time or your individual right to Access the Service, in which case you must not continue accessing or using the Service. To learn how to terminate your account, please refer to our Customer Support page.

b. Survival

All provisions of these Terms which by their nature should survive termination will survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

7. Warranty Disclaimers

EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS AND UNDER APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, SPOTIFY AND ALL OWNERS OF THE CONTENT DISCLAIM ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE SERVICE AND CONTENT, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER SPOTIFY NOR ANY OWNER OF CONTENT WARRANTS THAT THE SERVICE OR CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, SPOTIFY MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, AND SPOTIFY IS NOT RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SPOTIFY SHALL CREATE ANY WARRANTY ON BEHALF OF SPOTIFY. WHILE USING THE SERVICE, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

8. Limitation of liability and time for filing a claim

EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS AND UNDER APPLICABLE LAW, YOU AND YOUR COMPANY AGREE THAT YOUR AND YOUR COMPANY'S SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICE IS TO UNINSTALL ANY SPOTIFY SOFTWARE AND TO STOP USING THE SERVICE. YOU AND YOUR COMPANY AGREE THAT SPOTIFY HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE, AND WHILE YOUR AND YOUR COMPANY'S RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR AND YOUR COMPANY'S SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO SPOTIFY, FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL OR STOP USING SUCH THIRD PARTY APPLICATIONS.

TO THE MAXIMUM 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 (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, DEVICES, 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; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE GREATER OF (A) THE AMOUNTS PAID BY YOUR COMPANY TO SPOTIFY DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR (B) $30.00.

For clarification, these Terms do not limit Spotify's liability for fraud, fraudulent misrepresentation, death or personal injury resulting from negligence to the extent that applicable law would prohibit such a limitation.

EXCEPT AS OTHERWISE PROVIDED UNDER APPLICABLE LAW, ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION AS SPECIFIED UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW.

9. Indemnification

You and your Company agree to indemnify and hold Spotify harmless from and against all damages, losses, and expenses of any kind (including reasonable attorneys' fees and costs) arising out of or related to: (1) your and your Company's breach of any of these Terms (including any additional Spotify terms and conditions incorporated herein); (2) any User Content you and your Company post or otherwise contribute; (3) any activity in which you or your Company engage on or through the Service; and (4) your and your Company's violation of any law or the rights of a third party.

10. Governing law, jurisdiction, and jury trial waiver

These Terms and any dispute, claim, and/or controversy that in any way relates to or arises in connection with these Terms or your relationship with Spotify as a user of the Service ("Dispute") are governed by and shall be construed in accordance with the following law, as applicable (the "Governing Law"):

a) If you are a resident of, or entity organized under, or otherwise subject to the laws of, any country outside of the United States of America, the Governing Law is the laws of Sweden, unless otherwise required by mandatory laws in your country of residence. Further, you and Spotify agree that any Dispute arising out of or in connection with these Terms shall be exclusively settled by the District Court of Stockholm, Sweden. The Arbitration Agreement in Section 11 below shall not apply.

b) If you are a resident of, or an entity organized under, or otherwise subject to the laws of, the United States of America, the Governing Law is the laws of the state of New York, except to the extent preempted by or inconsistent with federal law. Further, you and Spotify agree to the exclusive jurisdiction of the federal or state courts located in New York, New York, to resolve any Dispute that is not subject to mandatory arbitration under the Arbitration Agreement below, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

To the fullest extent permitted by applicable law, the parties agree to waive any right to a jury trial.

11. ARBITRATION AGREEMENT

This Arbitration Agreement Section sets forth the terms and conditions pursuant to which Disputes between you and Spotify USA will be resolved through individual arbitration ("Arbitration Agreement").

a. Dispute resolution and arbitration

Subject to the exceptions set forth in the "Exceptions to arbitration" Section below, you, your Company, and Spotify agree that any Dispute between you and/our your Company and Spotify (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by binding individual (not class) arbitration. The arbitrator has the authority to rule on all issues except that a court has exclusive authority to: (1) decide arbitrability, as well as scope, validity, and enforceability of this Arbitration Agreement; (2) decide whether you and Spotify have complied with the pre-arbitration filing requirements (including the requirements described in the "Pre-arbitration notice of dispute and informal resolution period" section below); (3) enforce the prohibition on class or representative actions; (4) and enjoin an arbitration from proceeding if it does not comply with this Arbitration Agreement. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator can award the same damages and relief as a court (including attorneys' fees and costs where allowable under applicable law), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.

b. Exceptions to arbitration

You, your Company, and Spotify agree that any Dispute relating to any actual or alleged infringement of your or Spotify's intellectual property rights shall be brought in the federal courts of New York, New York, and that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of your or Spotify's rights, at any time, to elect to have an individual action heard in: (1) a U.S. small claims court (so long as the action is litigated exclusively in small claims court and is not removed or appealed to a court of general jurisdiction); or (2) a court of law, in accordance with the jurisdiction and venue described in the "Governing law, jurisdiction, and jury trial waiver" Section above, seeking only temporary or preliminary individualized injunctive relief, pending a final ruling from the arbitrator. In addition, this Arbitration Agreement does not stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

c. No class or representative proceedings and class action waiver

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU, YOUR COMPANY, AND SPOTIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER IN ARBITRATION OR LITIGATION ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. Unless both you and Spotify agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive 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. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief or request for relief (such as a request for public injunctive relief) and all appeals have been exhausted or the decision is otherwise final, then the parties agree that such a claim or request for relief shall be decided by a court only after all other claims and requests for relief are arbitrated.

d. Pre-arbitration notice of dispute and informal resolution period

A party who intends to seek arbitration must first send a written notice of the Dispute ("Notice") to the other. Notices to Spotify must be sent by email to legal@spotify.com, and Notices to you must be sent to the email address associated with your account. All Notices must: (1) be personally signed by the party sending the Notice; (2) provide the relevant user's name, email address associated with the user's account, and Spotify username, if applicable; (3) describe with specificity the nature and basis of the Dispute; and (4) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it.

After a Notice containing all of the information required above is received, the parties agree to engage in good faith for a period of sixty (60) days in an effort to resolve the Dispute (this time period may be extended by agreement of the parties) ("Informal Resolution Period"). The party receiving the Notice may request a telephone or video settlement conference during the Informal Resolution Period in an effort to facilitate resolution of the Dispute ("Informal Settlement Conference"). The Informal Settlement Conference, if any, will take place at a mutually agreeable time, which can be after the sixty (60) day Informal Resolution Period if needed to accommodate the parties' schedules. During the Informal Settlement Conference, you and a Spotify representative must both personally participate in a good-faith effort to resolve the Dispute without the need to proceed with arbitration. Any counsel representing the parties also may participate. Personal participation in an Informal Settlement Conference will not be required if both you and Spotify agree in writing.

The Notice, Informal Resolution Period, and Informal Settlement Conference are intended to give the parties a meaningful opportunity to resolve Disputes informally. If any aspect of this "Pre-arbitration notice of dispute and informal resolution period" Section has not been met, the parties agree that a court can enjoin the filing or prosecution of an arbitration and, unless prohibited by law, the arbitration administrator shall not accept or administer an arbitration nor demand fees in connection with such an arbitration. Notwithstanding the foregoing, a party retains the right to raise non-compliance with the requirements of this Section and seek appropriate relief in arbitration.

Any applicable statute of limitations or contractual limitations period will be tolled for any claims and requests for relief set forth in a Notice from the date that either you or Spotify sends the other a fully complete Notice until: (1) thirty (30) days after completion of the Informal Resolution Period, if no Informal Settlement Conference is held; or (2) thirty (30) days after completion of the Informal Settlement Conference if an Informal Settlement Conference is held ("Tolling Period").

Neither you nor Spotify may commence an arbitration proceeding until after the Tolling Period has ended.

e. Arbitration rules and fees

Either you, your Company, or Spotify may start arbitration proceedings. Any arbitration between you and Spotify will be administered by National Arbitration and Mediation ("NAM") in accordance with their rules applicable to the nature of the Dispute, including the Comprehensive Dispute Resolution Rules and Procedures ("NAM Rules"), as modified by this Arbitration Agreement. You and Spotify agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this Arbitration Agreement (despite the choice of law provision above). The NAM Rules, as well as instructions on how to file a demand for arbitration ("Demand") with NAM, appear at www.namadr.com/resources/rules-fees-forms/. The Demand must attach the relevant Notice and be personally signed by the party initiating the arbitration (and their counsel, if represented).

If NAM is unavailable, unwilling, or otherwise unable to administer an arbitration in accordance with this Arbitration Agreement, then another administrator that will do so will be selected by agreement of the parties. If the parties cannot agree, then they will jointly petition a court to appoint an administrator that will do so. To start an arbitration, the claimant shall send a copy of the Demand to NAM and the other party. If you initiate arbitration, you shall serve the Demand on Spotify via email at legal@spotify.com and to Spotify's registered agent at CT Corporation System, 28 Liberty Street, New York, New York, 10005. If Spotify initiates arbitration, Spotify shall serve the Demand on you at the email address associated with your account. The claimant must certify in the Demand that the requirements set forth in the "Pre-arbitration notice of dispute and informal resolution period" Section above have been met, and must attach a copy of the Notice to the Demand.

Each party retains the right to request a hearing in arbitration from the arbitrator. Any arbitration hearings will be conducted by phone or videoconference to the extent possible, but if the arbitrator determines that a hearing should be conducted in person, the locale for such hearing shall be in the county or parish where you reside or at another agreed upon locale.

As in court, any counsel participating in an arbitration certifies that they are complying with the requirements of Federal Rule of Civil Procedure 11(b), including a certification that the claim or the relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions available under the NAM Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law against all appropriate represented parties and counsel.

Spotify will pay all filing, administration, case-management, hearing, and arbitrator fees ("Arbitration Fees") if it initiates an arbitration. If you choose to file an arbitration proceeding, the allocation and payment of Arbitration Fees will be governed by the NAM Rules, unless a different allocation is required by court order or for this Arbitration Agreement to be enforced. You and Spotify agree that arbitration should be cost effective for all parties. Either party may engage with the arbitration administrator around fee reductions and deferred payments.

Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may consider rulings in other arbitrations involving different users, but an arbitrator's ruling will not be binding in any proceeding involving different users. The arbitrator may make rulings and resolve any disagreements as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits. An arbitration award that has been satisfied may not be filed or entered in court.

f. Enforceability

If in the process of arbitrating or litigating a Dispute this Arbitration Agreement is invalidated in whole, the parties agree that they may seek to resolve the Dispute in a U.S. small claims court or in the federal or state courts of New York, New York, consistent with the "Governing law, jurisdiction, and jury trial waiver" Section above. To the fullest extent permitted by applicable law, each party may bring a Dispute against the other party only in an individual capacity and not participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. Notwithstanding the foregoing, either party may participate in a class-wide settlement.

12. About These Terms

a. Changes

We may make changes to these Terms (including any additional Spotify terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable Service, via email or by another appropriate means of electronic communication (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other prominent notice within the Service, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. Unless we say otherwise in our notice, the updated Terms will be effective immediately, and your continued access to or use of our Service after we post the updated Terms or provide other notice of such updated Terms will constitute your acceptance of the changes. If you do not agree to the updated Terms, you must stop accessing and using our Service.

b. Entire agreement

Other than as stated in this Section or as explicitly agreed upon in writing between you and Spotify, these Terms, including without limitation any terms and conditions incorporated herein, constitute all the terms and conditions agreed upon between you and Spotify with respect to the Service and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. As noted above, other terms and conditions governing use of the Service are incorporated herein by reference. These include the following: (a) additional terms and conditions related to the specific services offered on the Service; and (b) guidelines and policies, including the Spotify Privacy Policy; the Spotify User Guidelines; and the Spotify Intellectual Property Policy. In the event of inconsistency with these Terms, the User Guidelines take precedence over these Terms solely with respect to Content and User Content. Unless otherwise specified in these Terms, these Terms take precedence over other terms and conditions incorporated within these Terms, solely with respect to the Service.

c. Severability and waiver

Unless otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.

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

d. Assignment

Spotify may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sublicense your rights under these Terms to any third party.

e. Force Majeure

We will not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

f. No Waiver

Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

g. Headings.

The section and paragraph headings in these Terms are for convenience only and will not affect their interpretation.

Last Update: November 26, 2024