Effective as of 16 June 2021
Use of Greenroom may be subject to additional terms and conditions presented by Spotify, which are hereby incorporated by this reference into these Terms.
By signing up for, or otherwise using, Greenroom, you agree to the Terms. If you do not agree to the Terms, then you must not use Greenroom or access any Content.
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 20 BELOW, REQUIRES 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.
These Terms are between you and Spotify USA Inc, 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, NY, 10007
BY USING GREENROOM, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER, OR, IF YOU ARE NOT, THAT YOU ARE 13 YEARS OR OLDER AND HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THESE TERMS. Additionally, in order to use Greenroom and access any Content, you represent that: you reside in the United States, and any registration and account information that you submit to us is true, accurate, and complete, and you agree to keep it that way at all times.
We may make changes to these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised version on the Spotify website provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed. Your use of Greenroom following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using Greenroom under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.
You may need to create an account to use all or part of Greenroom. Your username and password are for your personal 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.
You also agree that we may reclaim your username where it is reasonable for us to do so, including if you have violated the Terms.
Greenroom includes functionality where you may create a virtual chat room. If you create the room you act as the host ("Host") of all conversations that occur in the room ("Conversations"). Users who join the room may request to speak, and if their request is accepted by the Host or other designee, they may choose to speak in the Conversation ("Speakers") while others in the room listen in the audience ("Audience").
If you choose to speak in a room and take part in a Conversation, then audio recordings of your voice will be temporarily processed in order for us to provide the live audio chat. In addition, copies of the audio from Conversations may be retained for the following reasons:
- For safety reasons: Copies of Conversations are retained by Spotify in case there is any need to investigate an incident, such as Trust and Safety incident reports and alleged infringement of intellectual property rights; and
- If enabled by the room's host: In addition, rooms on Greenroom may include functionality which enables a Host to choose to record the Conversation and to receive a copy of that recording. Hosts are responsible for informing Speakers that they have chosen to record the Conversation and explaining the purposes for which the recording will be used. If you do not wish to be recorded for this purpose, you can choose to leave the room or remain in listen-only mode as part of the Audience.
Your audio will only ever be captured if you speak in the room with your microphone unmuted. We don't capture audio from: (a) muted Speakers; or (b) the Audience.
Access to Greenroom
Subject to your compliance with the Terms, we grant you limited, non-exclusive, revocable permission to make use of Greenroom, and limited, non-exclusive, revocable permission to make personal, non-commercial use of the Content (collectively, "Access"). This Access shall remain in effect until and unless terminated by you or us. You promise and agree that you are using Greenroom and Content for your own personal, non-commercial use and that you will not redistribute or transfer Greenroom or the Content.
Our software applications and the Content are not sold or transferred to you, and we and our licensors shall retain ownership of all copies of Greenroom software applications and Content even after installation on your personal computers, mobile handsets, tablets, wearable devices, speakers, and/or other devices ("Devices").
Proprietary rights of Spotify and its licensors.
Greenroom and the Content are either our or our licensors' property. All Spotify and Greenroom trademarks, service marks, trade names, logos, domain names, and any other features of the Spotify and/or Greenroom brands ("Brand Features") are the sole property of Spotify or its licensors. The Terms do not grant you any rights to use any Brand Features whether for commercial or non-commercial use.
You agree to abide by the user guidelines set out at Section 7 below ("User Guidelines") and not to use Greenroom, the Content, or any part thereof in any manner not expressly permitted by the Terms. Except for the rights expressly granted to you in the Terms, we grant no right, title, or interest to you in Greenroom or Content.
If you establish an account on behalf of a company, organisation, entity, or brand (a "Brand", and such account a "Brand Account"), the terms "you" and "your," as used throughout the Terms, apply to both you and the Brand. If you create a Brand Account, you represent and warrant that you are authorised to grant all permissions and licences provided in the Terms and to bind the Brand to the Terms.
Without limiting anything in the User Guidelines, a Brand may use Greenroom provided that the Brand does not take any action that implies an endorsement or commercial relationship between the Brand and any other person, unless the Brand has independently obtained the rights to imply such an endorsement. In addition, Brands must be transparent to our users about disclosing any endorsements or consideration provided to any other party and must comply with all applicable laws, regulations, and codes of practice when engaging in the foregoing practices.
Greenroom 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 use of such Third-Party Applications and Devices may be subject to additional terms, conditions and policies provided to you by the applicable third party. Spotify does not guarantee that Third-Party Applications and Devices will be compatible with Greenroom.
Greenroom users may add, create, submit, distribute, post, upload, communicate, convey, or otherwise contribute ("Contribute") information, materials, and other content to Greenroom ("User Content").
You are solely responsible for all User Content that you Contribute. You promise that, with respect to any User Content you Contribute, (1) you own or have the right to Contribute such User Content, and (2) such User Content, or its use pursuant to the licenses granted herein, does not: (i) violate the Terms, applicable law, or the intellectual or other rights of any third party; and/or (ii) imply any affiliation with or endorsement of you or your User Content by us or any creator, artist, band, label, entity or individual without express prior written consent from us or such individual or entity.
In Contributing User Content or other information on Greenroom, please keep in mind that content and other information will be publicly accessible, and may be used and re-shared by others and across the web, so please use caution in Contributing User Content on Greenroom, and be mindful of your account settings.
We may, but have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including User Content that, in our sole discretion, violates the Terms. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
We are not responsible for User Content nor do we endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU CONTRIBUTE, THEN, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
You retain ownership of your User Content. Using Greenroom does not cause you to lose ownership of your content.
However, in order for us to make your User Content available on Greenroom and to run Greenroom successfully, we do need a limited license from you to use that User Content. Accordingly, you hereby grant to us a non-exclusive license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any such User Content through any medium, whether alone, in part or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with Greenroom. This license is worldwide, fully-paid, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable.
Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback (defined below) and your right to object to derogatory treatment of such User Content. If such moral rights are not waivable, then you at least agree not to sue us for failure to identify you as the author of any User Content or for any use of your User Content on or in connection with Greenroom.
If you Contribute Provided Content, you grant to the Host a non-exclusive license to reproduce, exploit, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any such Provided Content (to the extent it is incorporated in the recording of the room, and such recording was captured through the use of Greenroom's room recording functionality), through any medium, whether alone, in part or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, for any purpose. This license is worldwide, fully-paid, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable.
Sharing of your Provided Content is voluntary, and the receipt of any Provided Content by the Host creates no obligation to incorporate or otherwise use such Provided Content. You also agree that, if the Host decides to use your Provided Content, this does not result in you obtaining any ownership interest in any associated content or User Content.
If you provide feedback, ideas, or suggestions to us in connection with Greenroom or Content ("Feedback"), you acknowledge that the Feedback is not confidential and you authorise us to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
In consideration for the rights granted to you under the Terms, you grant us the right to (1) allow Greenroom to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of Greenroom, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same.
In any part of Greenroom, the Content that you access, including its selection and placement, may be influenced by commercial considerations, including our agreements with third parties. Some Content licensed by, provided to, created by, or otherwise made available by us may incorporate advertising, and we are not responsible for any such advertising.
We respect intellectual property rights and expect you to do the same. We've established a few ground rules for you to follow when using Greenroom, to make sure it stays enjoyable for everyone. You must follow these rules and should encourage other users to do the same. The following is not permitted for any reason whatsoever:
- copying, redistributing, reproducing, "ripping," recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of Greenroom or the Content, or otherwise making any use of Greenroom or the Content which is not expressly permitted under the Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in Greenroom or the Content or any part of it;
- using Greenroom to import or copy any local files that you do not have the legal right to import or copy in this way;
- transferring copies of cached Content from an authorised Device to any other Device via any means;
- reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of Greenroom, Content or any part thereof except to the extent permitted by applicable law. If applicable law allows you to decompile any part of Greenroom or the Content where required in order to obtain the information necessary to create an independent program that can be operated with Greenroom or with another program, the information you obtain from such activities (a) may only be used for the foregoing objective, (b) may not be disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate in order to achieve that objective, and (c) may not be used to create any software or service that is substantially similar in its expression to any part of Greenroom or the Content;
- circumventing any technology used by us, our licensors, or any third party to protect the Content or Greenroom;
- selling, renting, sublicensing, or leasing of any part of Greenroom or the Content;
- circumventing any territorial restrictions applied by us or our licensors;
- artificially increasing play counts, room participant counts, view counts, share counts, follow counts, or otherwise manipulating Greenroom by (i) using any bot, script, or other automated process; (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;
- removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or Greenroom or provided through Greenroom (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
- circumventing or blocking advertisements in Greenroom, or creating or distributing tools designed to block advertisements in Greenroom;
- providing your password to any other person or using any other person's username and password;
- "crawling" Greenroom or otherwise using any automated means (including bots, scrapers, and spiders) to view, access, or collect information from us or Greenroom;
- selling a user account or playlist, or otherwise accepting or offering to accept any compensation, financial or otherwise, to influence the name of an account, channel or playlist or the content included on an account, channel or playlist;
- artificially promoting Content by automated means or otherwise; or
Please respect Greenroom, the owners of the Content, and other users of Greenroom. Don't engage in any activity, Contribute any User Content, or register and/or use a username, which is or includes material that:
- is offensive, abusive, defamatory, pornographic, threatening, or obscene;
- is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of ours or a third party;
- includes your password or purposely includes any other user's password or purposely includes personal data of third parties or is intended to solicit such personal data;
- includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user's access to Greenroom;
- is intended to or does harass or bully other users;
- impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
- involves the transmission of unsolicited mass mailings or other forms of spam ("spam"), junk mail, chain letters, or similar;
- involves unauthorised commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes;
- involves unauthorised linking to, referencing, or otherwise promotion of commercial products or services;
- interferes with or in any way disrupts Greenroom, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in Greenroom or our computer systems, network, usage rules, or any of our security components, authentication measures or any other protection measures applicable to Greenroom, the Content or any part thereof;
- conflicts with the Terms, as determined by us; or
- has been removed from any of our services for a breach of our terms or policies, such as a prohibited track or show. This includes content being created or repurposed to reconstitute or serve the same objective as a previously removed content
You acknowledge and agree violating these User Guidelines may result in removal of your User Content and/or immediate termination or suspension of your account.
We try to make Greenroom broadly available to everyone, but you cannot use Greenroom if we've previously disabled your account on any of our services for a breach of our terms or policies. We also prohibit attempts to circumvent prior enforcement actions, including through the creation of new accounts.
If you believe that any Content infringes your intellectual property rights or other rights, or does not comply with our User Guidelines you can submit a report to us using our in-app reporting tools.
We will make reasonable efforts to keep Greenroom operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions.
We reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Greenroom, with advance notice where possible, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of Greenroom or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to Greenroom, or to implement advancements in science and technology or ensure the operability or the security of Greenroom, legal and regulatory reasons.
You understand, agree, and accept that we will make reasonable efforts, although have no obligation to maintain, support, upgrade, or update Greenroom, or to provide all or any specific content through Greenroom. We and/or the owners of any Content may, from time to time, remove any such Content without notice. This section will be enforced to the extent permissible by applicable law.
For customer support with account-related and payment-related questions ("Customer Support Queries"), please submit a ticket to our Customer Service department using the Customer Service contact form on the About Us section of our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.
You can also file a complaint at the online platform for alternative dispute resolution (ODR-platform). You can find the ODR-platform through the following link: https://ec.europa.eu/consumers/odr.
Our products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"). You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.
You agree to comply with all applicable export and re-export control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, 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 us under the Terms to any destination, entity, or person or for any end use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorisation from the competent government authorities as required by those laws and regulations.
The Terms will continue to apply to you until terminated by either you or us. However, you acknowledge and agree that the perpetual licence granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Terms for any reason. We may terminate the Terms or suspend your access to Greenroom at any time, including in the event of your actual or suspected unauthorised use of Greenroom and/or Content, non-compliance with the Terms, or if we withdraw Services and/or Content (in which case we shall provide you reasonable notice in advance of doing so). If you or we terminate the Terms, or if we suspend your access to Greenroom, you agree that we shall have no liability or responsibility to you, and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Terms at any time. To learn how to terminate your account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law.
Sections 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 herein, as well as any other sections of the Terms that, either explicitly or by their nature, must remain in effect even after termination of the Terms, shall survive termination.
GREENROOM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, WE AND ALL OWNERS OF THE CONTENT DISCLAIM ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE CONTENT, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER WE NOR ANY OWNER OF CONTENT WARRANTS THAT GREENROOM OR CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, WE MAKE NO REPRESENTATION REGARDING, NOR DO WE 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 GREENROOM OR ANY HYPERLINKED WEBSITE, AND WE ARENOT 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 US SHALL CREATE ANY WARRANTY ON BEHALF OF US. WHILE USING GREENROOM, 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.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you.
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH GREENROOM IS TO UNINSTALL ANY OF OUR SOFTWARE AND TO STOP USING GREENROOM. YOU AGREE THAT WE HAVE NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH GREENROOM, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO US, FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL OR STOP USING SUCH THIRD-PARTY APPLICATIONS.
IN NO EVENT WILL WE, 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 GREENROOM, DEVICES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WE HAVE 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 GREENROOM, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT MORE THAN THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR $30.00.
For clarification, these Terms do not limit our liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation.
ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION 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.
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, these Terms are not intended to grant rights to anyone except you and us, and in no event shall these Terms create any third-party beneficiary rights.
If you have downloaded the Greenroom app (the "App") from the Apple, Inc. ("Apple") App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and us only, not with Apple, and Apple is not responsible for Greenroom and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Greenroom. In the event of any failure of Greenroom to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to Greenroom. Apple is not responsible for addressing any claims by you or any third party relating to Greenroom or your possession and/or use of Greenroom, including: (1) product liability claims; (2) any claim that Greenroom fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defence, settlement, and discharge of any third party claim that Greenroom and/or your possession and use of the App infringe that third party's intellectual property rights. You agree to comply with any applicable third party terms, when using Greenroom. Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
Other than as stated in this section or as explicitly agreed upon in writing between you and us, the Terms constitute all the terms and conditions agreed upon between you and us and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
Please note, however, that certain aspects of your use of Greenroom may be governed by additional agreements, such as in relation to any paid for services or features. When you are presented with an offer for such additional services, you will be presented with any related additional agreements, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on our websites. To the extent that there is any irreconcilable conflict between any additional applicable terms and these Terms, the additional terms shall prevail.
Unless as otherwise stated in the Terms, should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by us or any third party beneficiary to enforce the Terms or any provision thereof shall not waive our or the applicable third party beneficiary's right to do so.
We may assign the Terms, and any of its rights under the Terms, in whole or in part, and we may delegate any of our obligations under the Terms. You may not assign the Terms, in whole or in part, nor transfer or sub-license your rights under the Terms, to any third party.
You agree to indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Terms or any one of them; (2) any User Content you Contribute; (3) any activity in which you engage on or through Greenroom; and (4) your violation of any law or the rights of a third party.
Governing Law and Jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of the State of California, United States of America, without regard to California's choice or conflicts of law principles. Further, you and Spotify agree to the jurisdiction of the federal and state courts located in Northern California, California, to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms or Greenroom that is not subject to mandatory arbitration under the Arbitration Agreement below, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
This Arbitration Agreement section sets forth the terms and conditions pursuant to which disputes, claims and controversies between you and us will be resolved through arbitration ("Arbitration Agreement").
Dispute Resolution and Arbitration
You and Spotify agree that any dispute, claim, or controversy between you and Spotify arising in connection with or relating in any way to these Terms or to your relationship with Spotify as a user of Greenroom (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 mandatory binding individual (not class) arbitration. You and Spotify further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees and costs only 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.
You and Spotify both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action (1) in a U.S. small claims court or (2) in a court of law, in accordance with the jurisdiction and venue described in the Dispute Resolution and Arbitration section above, seeking (a) only temporary or preliminary individualized injunctive relief, pending a final ruling from the arbitrator or (b) public injunctive relief, pending a ruling on the substance of such claim from the arbitrator. In addition, this Arbitration Agreement doesn't 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).
No Class Or Representative Proceedings; Class Action Waiver
YOU AND SPOTIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS 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, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Either you or we may start arbitration proceedings. Any arbitration between you and Spotify will take place under the Consumer Arbitration Rules of the American Arbitration Association ("AAA") then in force (the "AAA 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 provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.
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 determined by the arbitration in accordance with AAA's Consumer Arbitration Rules.
If you choose to file an arbitration proceeding and you are required to pay a filing fee, Spotify will reimburse you for that filing fee, unless your claim is for greater than US $10,000, in which case you will be responsible for the filing fee. Spotify will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA rules or court order. 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 make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by electronic mail to firstname.lastname@example.org and by certified mail, Federal Express, UPS, or Express Mail (signature required) to the address below ("Notice"). Spotify's address for Notice is: Spotify USA Inc., Attn: General Counsel, 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007, USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Spotify may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Spotify shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of Spotify's last written settlement offer, then Spotify will instead pay you either the amount of the award or $1,000, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator's decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in the Arbitration Agreement shall govern with respect to any aspect of any dispute, claim or controversy that, as a result of such invalidation, is no longer governed by this Arbitration Agreement.
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Contracting entity: Spotify USA Inc. 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, NY, 10007
© Spotify USA Inc.