Spotify Ad Analytics Terms of Service

INTRODUCTION

These Spotify Ad Analytics Terms ("Terms") form a legally binding contract between Spotify USA Inc., or its applicable affiliate (collectively, "Spotify") and the person, organization, or entity accepting these Terms ("Customer" or "You"). These Terms govern Customer's use of Spotify Ad Analytics (as defined below).

These Terms shall be considered this "Agreement." These Terms shall control over any previously agreed to terms for the Spotify Ad Analytics services (the "Services").

By accessing the Services, You agree to be bound by these Terms, and agree that You are responsible for compliance with all applicable laws and regulations. If You do not agree with these Terms, You may not use or access the Services. If You are using the Services on behalf of a company, entity or organization, You represent and warrant that You are an authorized representative with the authority to bind it to these Terms. Some of the Services may be provided by other related parties, entities and affiliates of Spotify USA Inc.

These Terms were last updated on June 13, 2023. Capitalized terms used but not defined herein will be as defined below in Section 1 ("Definitions").

Definitions
Agencies & Other Representatives
Policies
Account & Account Security
Services & Use of the Spotify Ad Analytics Platform
Proprietary Rights
Customer's Obligations
Data Ownership & Protection
Service Limitations & Modifications
Confidentiality
Representations & Warranties
Limitation of Liability & Disclaimers
Indemnification
Term & Termination
General

1. Definitions

"Analytics Data" means any data collected from Customer's site visitors (Pixel Data) or Customer's listeners (Download Data), as applicable.

"Content Distribution Channels" means any website, RSS feed consumer, media player, app, or any means for distributing or consuming Customer's content.

"Documentation" means instructions and manuals pertaining to the Services in electronic or printed form.

"Download Data" means audio ad impressions collected concerning End Users.

"End User" means any person or entity consuming content from Customer (e.g.: individuals who listen to the measured audio).

"Hosted Service" means the Publisher Services and Pixel Services which are hosted by Spotify and provided to Customer. The Hosted Service includes any change, improvement, extension or other new version thereof that is developed or otherwise made available to Customer.

"Pixel Data" means brand-side data collected using the Pixel Services.

"Pixel Services" means a group of ingestion services that allows Spotify to collect data from End Users on behalf of Customer in order to provide the Services for brand and advertiser Customers.

"Platform" means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used by Spotify in providing the Services.

"Publisher Services" means a group of ingestion services that allows Spotify to collect data from End Users on behalf of Customer in order to provide the Services for publisher Customers.

2. Agencies & Other Representatives

If the party accepting these Terms is an agency ("Agency") or other entity representing or acting on behalf of a Customer, it agrees that (a) it is an authorized representative of Customer and it is authorized to enter into this Agreement and bind the Customer to all commitments in this Agreement; and (b) it shall be liable for Customer's responsibilities and obligations under this Agreement.

3. Policies

Customer shall comply with any applicable Spotify Ad Analytics policies and/or specifications posted online at Spotify.com. Spotify may modify, suspend, or make available new policies from time to time.

4. Account & Account Security

When You register to use Spotify Ad Analytics, Spotify will provide tools to authenticate use of Your account, which may include, but are not limited to, username, password and third party authentication services provided by Google. You must ensure that the contact information that You provide is, and remains, valid throughout the Term.

You are solely responsible for maintaining the confidentiality and security of Your username and password, and You will remain responsible for all use of Your username and password, and all activity emanating from Your account, whether or not such activity was authorized by You.

Spotify will collect and process, subject to our Privacy Policy, certain personal data pertaining to You and Your End Users when You create an account within the Spotify Ad Analytics Platform and use the Services.

5. Services & Use of the Spotify Ad Analytics Platform

5.1 Platform Usage. Subject to Your compliance with the terms of this Agreement, Spotify grants You limited, personal, non-exclusive, revocable and non-transferable permission to use the features and functionality of the Spotify Ad Analytics Platform during the Term, solely for Your internal business purposes. Spotify hereby grants Customer a nonexclusive license to access and use the Publisher Services and/or Pixel Services solely in connection with its use of the Services.

5.2 APIs. Spotify may, in its sole discretion, make certain application programming interfaces (APIs), API access tokens, HTML scripts, prefixes, data import tools, or other software available to You as part of the Spotify Ad Analytics Platform (collectively, "Spotify APIs"). In such event, Spotify grants You non-exclusive, revocable and non-transferable permission, during the Term, to use the Spotify APIs solely to access and use the Spotify Ad Analytics Platform in accordance with this Agreement.

5.3 Prohibited Uses; Restrictions on Your Use of Data. You will not: (a) sell, rent, sublicense or lease any part of the Spotify Ad Analytics Platform to any third party; (b) take any actions to artificially alter the download or streaming audio numbers as measured by the Spotify Ad Analytics Platform; (c) interfere with the Spotify Ad Analytics Platform or disrupt any other user's access to the Spotify Ad Analytics Platform; (d) reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Spotify Ad Analytics Platform, the Spotify IP, or any part thereof; (e) submit to the Spotify Ad Analytics Platform any content or data that contains mass mailings or any form of "spam", is otherwise defamatory, libelous, pornographic, or obscene, or contains malware, spyware, or any other malicious code; (f) interfere or attempt to interfere with the proper working of the Spotify Ad Analytics Platform; (g) use any robot, spider, data scraping, extraction tool or similar mechanism with respect to the Spotify Ad Analytics Platform; or (h) access the Services for any competitive purposes.

5.4 Support. Spotify shall use commercially reasonable efforts to provide You with technical support and updates for the Hosted Services in accordance with its standard practices, as amended from time to time.

6. Proprietary Rights

6.1 Spotify IP. Spotify retains all rights, title and interest (including, but not limited to, all intellectual property and proprietary rights therein) in and to: (a) the Services, including the Spotify Ad Analytics Platform and the technology and software used to provide it; the Spotify APIs; the Spotify Audience Network; and any and all technology used to produce, store and/or distribute, the audio or ads, as well as any and all related trademarks, logos, service marks (collectively, "Marks"); and (b) all data and information contained in or derived from the Spotify Ad Analytics Platform (collectively, "Spotify IP"). Except as expressly set forth in this Agreement, Spotify shall have the right to use or disclose the Spotify IP, at its sole discretion. In addition, except for Your limited rights to access and use the Spotify Ad Analytics Platform as expressly set forth in this Agreement, nothing in this Agreement licenses or conveys any right to the Spotify IP to anyone, including You.

6.2 Feedback. You acknowledge that any feedback that You provide to Spotify is not confidential and You authorize Spotify to use that feedback without restriction and without payment to You.

7. Customer's Obligations

When using Spotify Ad Analytics, You: (a) will cooperate with Spotify to make sure it meets any additional technical requirements or specifications as may be required to use Spotify Ad Analytics; and (b) will use Spotify Ad Analytics in accordance with Spotify's instructions.

8. Data Ownership & Protection

8.1 Data Protection Agreement. The parties acknowledge and agree that Spotify receives certain Personal Data (such as IP addresses) from End Users as part of the Analytics Data. The Analytics Data shall be processed subject to the Spotify Ad Analytics Data Protection Agreement ("DPA"), incorporated herein by reference at this link: DPA. When collecting Download Data, Spotify shall act as a Processor under GDPR and State Privacy Laws and a Service Provider under CCPA, and when collecting Pixel Data, Spotify shall operate as a Controller under GDPR and State Privacy Laws and a Third Party under CCPA.

8.2 Spotify Data. As part of the Services, You may receive data from Spotify, such as aggregate attribution data or other de-identified data, as further described in the DPA, none of which constitutes Personal Data. Without limiting Your obligations in the DPA, You will ensure that (a) Your use of such data received from Spotify is for the sole purpose of providing measurement and attribution reporting to You; and (b) You do not, directly or indirectly, Sell, Share, or process for purposes of Targeted Advertising, any data received from Spotify.

8.3 Data Protection Compliance. In addition to and without limiting each party's obligations in the DPA:

You will not, and will not assist or permit any third party to, disclose to Spotify: (a) data, hashed or otherwise, that reasonably identifies specific End Users (such as name or email address), (b) any data relating to an End User Known to be under the age of sixteen, (c) any data considered "sensitive" under Applicable Law, including but not limited to that which reveals an End User's health condition or treatment, religion, sexual orientation or sex life and including consumer health data of Washington residents (as defined by the Washington My Health My Data Act), or (d) any data concerning an End User's video viewing activity, except where (x) permitted by, and subject to, the policies or terms of Spotify Ad Analytics features, (y) such data is hashed using industry standards and (z) each relevant End User has provided consent;

You must have the full rights to use the Services, including, if necessary, authorizations from both the rights holder(s) of the data being transmitted using the Services and the rights holder(s) of the respective Spotify Ad Analytics account(s);

You must, with respect to all data You disclose to Spotify in accordance with these terms, (a) provide End Users with sufficient notice of the implementations and features of Spotify Ad Analytics that You use, including without limitation notice about what data will be collected and processed by Spotify Ad Analytics and whether this data can be connected to other data You maintain about the End User, and (b) obtain any necessary consents required by Applicable Laws, policies, and regulations for Spotify to process the data in accordance with these Terms; and

You will not disclose any data to Spotify if the End User to whom the data relates has exercised a legal right to opt out of the disclosure of such data or to opt out of Spotify's processing of such data as contemplated by these Terms.

8.4 Segment Providers. Spotify has entered into contracts with certain providers of attribution services for the performance of such attribution services ("Segment Provider(s)"). Spotify has agreed to transfer to Segment Providers certain information of Customer's End Users, specifically and solely: IP addresses as provided by Customer to Spotify in connection with the Services (the "Provided Data"). Spotify agrees that the Provided Data shall not contain, and Spotify shall not otherwise provide to Segment Providers, any information or data that could reasonably identify specific End Users. Segment Providers have agreed to collect and process the Provided Data for the purpose of determining whether such data can be matched with a Segment Provider's proprietary audience segment data ("SP Proprietary Data"). If a match is successful, Segment Provider then returns its corresponding SP Proprietary Data, i.e., segment codes attached to each record, to Spotify, which data Spotify may disclose to You in aggregated form. You (a) agree that Spotify may, and if Provided Data contains Download Data You direct Spotify to, provide the Provided Data to Segment Providers for this use; and (b) authorize Spotify to engage the Segment Providers for the limited purpose of processing such Provided Data.

8.5 DPA Definitions. Capitalized terms used in this section and not defined in these Terms shall have the meaning set forth in the DPA or as ascribed to them by Applicable Laws when not defined in the DPA.

9. Services Limitations & Modifications

9.1 Limitations. These Services are provided "AS IS" and "AS AVAILABLE", without any warranties of any kind, whether express, implied, or statutory.

9.2 Modifications. Spotify may, in its sole discretion, modify, suspend or terminate access to, or discontinue the availability of the Services at any time. Spotify may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. You acknowledge that any insights, estimates or forecasts provided by the Services are not a guarantee of performance and agree that these insights, estimates or forecasts are only intended to be used as directional guidance for strategic planning and business decisions. You agree that we will not be liable to You or to any third party for any modification, suspension or discontinuance of Services.

10. Confidentiality

Spotify and Customer 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 all information that Customer should reasonably understand is confidential because of legends or other markings or the circumstances of disclosure ("Confidential Information"). Spotify and Customer both agree to use the Confidential Information solely for the purposes of performance under this Agreement and shall only disclose this Agreement to its employees, agencies, and other representatives on a strictly need-to-know basis. Notwithstanding the foregoing, 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.

11. Representations & Warranties

Each party warrants to the other that it will use reasonable skill and care in complying with its obligations under this Agreement. You represent and warrant that (i) You have all necessary licenses, rights, consents and clearances in accordance with this Agreement; (ii) neither Customer nor its Agency, if applicable, shall use or retain any data collected through this Agreement or otherwise received from Spotify except as necessary for delivery; and (iv) You shall comply with all Laws in connection with this Agreement.

12. Limitation of Liability & Disclaimers

12.1 Limitation of Liability.

This Section 12.1 applies to the fullest extent permitted under applicable law:

You agree that Your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using the Services. You agree that Spotify has no obligation or liability arising from or related to third party services made available through or in connection with the Services.

In no event will Spotify and its affiliates, and its and their officers, directors, shareholders, employees, agents, suppliers, partners or third-party licensors, and any successors or assigns, 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 Services, or third-party services, 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 Services more than the amounts paid by you to Spotify during the prior twelve months in question.

Nothing in these Terms removes or limits Spotify's liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

12.2 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. TO THE FULLEST EXTENT PERMITTED BY LAW, SPOTIFY HEREBY DISCLAIMS ANY AND ALL IMPLIED CONDITIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALINGS, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, SPOTIFY SPECIFICALLY DISCLAIMS ANY CONDITIONS OR WARRANTIES RELATING TO THE EFFECTIVENESS OF ANY CONTENT DISTRIBUTED PURSUANT TO THIS AGREEMENT.

13. Indemnification

Customer shall indemnify, defend, and hold harmless Spotify and its Affiliates, and each of our and their respective directors, officers, shareholders, employees, agents, suppliers, partners, contractors, third-party licensors and representatives from and against all actions, damages, claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, that arise from or relate to: (a) Your activities on the Spotify Ad Analytics Platform; (b) Your violation of any law or the rights of a third party; or (c) any breach or alleged breach of any of Your representations, warranties or obligations set forth in this Agreement.

We will indemnify, defend, and hold You harmless from and against all third party actions, claims, liabilities, and damages that arise from: (i) Spotify's gross negligence or willful misconduct arising out of its provision of the Spotify Ad Analytics Platform; and (ii) any actual infringement by the Services upon any third party intellectual property right.

The indemnifying party's obligations under this section are contingent on the indemnified party: (x) promptly providing written notice of the claim to the indemnifying party; provided, however, that any delay in providing such notice shall not relieve the indemnifying party of any of its obligations except to the extent that the indemnifying party is actually prejudiced by such delay, (y) giving the indemnifying party sole control of the defense and settlement of the claim, and (z) providing the indemnifying party, at the indemnifying party's expense, all reasonable assistance in connection with such claim. In no event will an indemnified party be liable for any settlement that admits any fault of or imposes any monetary liability on an indemnified party without its prior written consent (such consent will not be unreasonably withheld or delayed).

14. Term & Termination

14.1 Term. This Agreement shall commence on the date on which You accept these Terms, and shall continue until terminated in accordance with these Terms or until Customer is no longer using the Spotify Ad Analytics Services, whichever is later (the "Term"). Impressions will only be measured for attribution services for 30 days post termination. Either party may suspend or terminate the Services at any time upon notice to the other Party, or by ceasing use of the Services.

14.2 Effects of Termination; Surviving Provisions. Upon expiration or termination of this Agreement for any reason: all rights and obligations of the parties will cease, except that the following provisions of this Agreement will survive any termination or expiration of this Agreement: Section 5.3 (Prohibited Uses; Restrictions on Your Use of Data); Section 6 (Proprietary Rights); Section 8 (Data Ownership & Protection); Section 10 (Confidentiality); Section 11 (Representations & Warranties); Section 12 (Limitation of Liability & Disclaimers); Section 13 (Indemnification); Section 14 (Term & Termination); and Section 15 (General).

15. General

15.1 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of New York, United States of America, without regard to choice or conflicts of law principles. You agree that any dispute arising from or relating to the subject matter of this Agreement not otherwise subject to arbitration will be subject to the exclusive jurisdiction and venue of the federal or state courts located in New York, New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

15.2 Compliance and Trade Control. 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 shall otherwise comply with applicable sanctions or restrictions in connection with the use of the 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 the 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 applicable 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.

15.3 Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

15.4 Order of Precedence. With respect to the following documents, in the event of any conflict, the order of precedence shall be as follows: any controlling agreement for the Services dated after June 13, 2023; these Master Terms and Conditions; and any applicable Spotify Ad Analytics or Spotify policies. For any Megaphone gated features provided by Spotify Ad Analytics, the Megaphone Terms of Service shall hold precedence over all others.

15.5 Assignment. This Agreement is personal to You, and is not assignable, transferable or sublicensable by You except with our prior written consent. Spotify may assign, transfer or delegate any of our rights and obligations hereunder, in whole or in part, without Your consent and without notice to You.

15.6 Force Majeure. Neither party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control, whether or not foreseeable (e.g., technology malfunctions, outages of Internet Service; outages in third party hosted services, e.g., Amazon Web Services, Google Cloud Services, or the like), or any other Force Majeure Events.

15.7 Modifications. We reserve the right to modify or otherwise change this Agreement at any time by posting the updated Agreement to our website(s) or through a notice provided through the Services, via email or by another appropriate means of electronic communication. Any such changes will not apply to any dispute between You and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified You of such changes. Unless we say otherwise in our notice, the updated Agreement will be effective immediately, and Your continued access to or use of our Services after we post the updated Agreement or provide other notice of such updated Agreement will confirm Your acceptance of the changes. If You do not agree to the updated Agreement, You must stop accessing and using our Services.

15.8 Publicity. Except as otherwise permitted in this Agreement, neither party will use the other party's name or trademark in any advertising, written press release and/or other public communication without the other party's prior written consent (email to suffice). Notwithstanding the foregoing, Spotify shall have the right to identify Customer as a customer of the Services by using Customer's name and trademark in the performance of the Services, and for general marketing and promotion of Spotify Ad Analytics and related services.

15.9 Dispute Resolution and Arbitration. Customer shall provide Spotify with prompt written notice of any alleged breach by Spotify or such breach shall be deemed waived, and Spotify shall have thirty (30) days after receipt of such notice to cure such breach. Customer and Spotify agree that any dispute, claim, or controversy ("Dispute") between Customer and Spotify arising in connection with or relating in any way to this Agreement or to Customer's relationship with 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 this Agreement) will be determined by mandatory binding individual (not class) arbitration. Customer and Spotify agree that prior to initiating any such arbitration, the parties will first endeavor to settle the Dispute by informal settlement discussions between representatives with authority to resolve the dispute; and if that is unsuccessful, then through a confidential mediation conducted in the County of New York and administered by JAMS or its successor ("JAMS"). If a Dispute is not otherwise resolved through direct discussions or mediation, it shall then be resolved by confidential arbitration conducted in the County of New York, and administered by JAMS in accordance with its Comprehensive (for claims over $250,000) or Streamlined (for claims under $250,000) Rules and Procedures. The arbitration shall be held before a single neutral (i.e., mutually approved or otherwise appointed) arbitrator. Customer and Spotify further agree that the arbitrator shall have the exclusive power to rule on the arbitrator's own jurisdiction pursuant to this Agreement, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, that the parties have waived, including any waiver set forth herein, or that benefits anyone but the parties to the arbitration. Upon conclusion of any arbitration proceedings hereunder, the arbitrator shall render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision he or she has reached. Any judgment upon the award rendered by the arbitrator may be entered in any state or federal court in the County of New York having jurisdiction of the matter thereof if necessary to ensure performance in accordance with the award. This arbitration provision shall survive termination of this Agreement.

15.10 Notices. All notices under this Agreement must be in writing and sent via internationally recognized delivery service or US mail to Spotify USA Inc. Attn: Legal Department, 4 World Trade Center, 150 Greenwich Street, Floor 62, New York, New York 10007, USA, with an electronic copy sent to legalnotice@spotify.com.

You consent to receive all communications including agreements, notices, disclosures or other information from Spotify electronically by email. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

15.11 No Waiver. Spotify's failure to enforce any part of this Agreement will not constitute a waiver of our right to later enforce that or any other part of this Agreement. 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 this Agreement to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.

15.12 Entire Agreement. This Agreement represents the entire agreement between Spotify and You with respect to Your use of the Services. As between Spotify and You, this Agreement expressly supersedes all prior agreements and understandings regarding these Services and any subject matter contained in this Agreement that are presented or provided by either Customer or Agency.