MASTER TERMS AND CONDITIONS

These Master Terms and Conditions are entered into between you ("Customer", "you" or "your") and Spotify ("Spotify", "we", "us", or "our"). Unless otherwise expressly set forth in any applicable Service Terms, Spotify means: (a) if you are an entity organized under or otherwise subject to the laws of the United States of America: Spotify USA Inc., a Delaware Corporation with offices at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007; or (b) if you are an entity organized under or otherwise subject to the laws of any country outside of the United States of America: Spotify AB, of Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7495).

These Master Terms and Conditions were last updated on December 8, 2025. Capitalized terms used but not defined herein will be as defined below in Section 1.

TABLE OF CONTENTS

1. Definitions
2. Account and Account Security
3. Term and Termination
4. Use of the Megaphone Platform
5. Ownership and Proprietary Rights
6. Licenses Granted by You
7. Representations and Warranties; Disclaimer
8. Indemnification
9. Linked Services' Terms and Conditions
10. Confidentiality
11. General

1. DEFINITIONS.

1.1 "Ad" means any commercial message or other content that promotes goods and/or services.

1.2 "Affiliate" of a party means a legal entity that controls, is controlled by, or is under common control with such party.

1.3 "Agreement" means the contract formed between you and Spotify when you use the Service or place an order, the terms and conditions of which are comprised of, collectively: these Master Terms and Conditions (including the DPAs, as applicable, and the Platform Policies) and the Service Terms, as applicable.

1.4 "Downloads" are defined and measured in accordance with IAB Podcast Measurement Technical Guidelines Version 2.2, as measured and reported by Spotify.

1.5 "DPAs" means the DPAs referenced in Section 5.4.

1.6 "Feedback" means any feedback, ideas or suggestions in connection with the Services that you provide to Spotify.

1.7 "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, logic, viruses, worms, time bombs and Trojan horses.

1.8 "Megaphone Platform" is Spotify's proprietary platform of servers, software and related technology furnished to you under this Agreement, which provides you with the ability to: (1) utilize our content management system and associated technology to create or host Podcasts for distribution to podcasting applications; (2) monetize Podcast episode content; and (3) access analytics, measurement and reporting related to performance of Podcasts and related Ads, links to and promotion of Podcasts.

1.9 "Megaphone Website" means megaphone.spotify.com, or any successor version thereof.

1.10 "Platform Policies" means, collectively, the policies applicable to the Megaphone Platform and/or the Services, including the Community Guidelines, Privacy Policy and any other policies listed on the Megaphone Website.

1.11 "Podcast" or "podcast" means a digital file containing primarily talk content that is received or accessed on demand, which may be distributed by digital download, streaming or RSS feed, TAXI feed or other similar technology, which allows end users to receive the digital file(s).

1.12 "Service(s)" means the products and services that you order, access or use via the Megaphone Platform.

1.13 "Service Fees" means amounts owed by you to Spotify pursuant to the Service Terms. Service Fees may include, but are not limited to, Megaphone Platform subscription, overage fees and segment targeting fees.

1.14 "Service Terms" means any additional terms and conditions applicable to a Service entered into between you and Spotify and/or any of our Affiliates.

1.15 "Spotify IP" will be as defined in Section 5.2, together with any and all upgrades, improvements, alterations or modifications based on or to any of the foregoing.

1.16 "Your Content" means any and all Podcasts, metadata, audio files, video files, attachments, text, images, advertising creative and other materials that you upload, submit or make available to the Megaphone Platform or otherwise to Spotify in connection with your use of the Megaphone Platform.

2. ACCOUNT AND ACCOUNT SECURITY.

When you register to use the Megaphone Platform, Spotify will provide tools to manage and authenticate access to and use of your account, which may include, but are not limited to, username, password and Megaphone API token(s) generated for your account. You must ensure that you maintain accurate Podcast metadata and that all contact, payment and tax information that you provide is, and remains, valid and accurate throughout the Term (as defined below).

You are solely responsible for maintaining the confidentiality and security of your username, password, Megaphone API token(s) and any other authentication properties associated with your account, and you will remain responsible for all access and use of your account and all activity emanating from your account, including via a Megaphone API, whether or not such activity was authorized by you.

Spotify will collect and process certain personal data pertaining to you (including those of end users) when you create an account within the Megaphone Platform and use the Services. Please read through the Megaphone Platform Privacy Policy before using the Services.

You acknowledge that you may be required to have an account with our third party supplier management provider to manage your payment and tax information and enable you for payouts. Your use of any such third party provider is subject to such provider's terms of use and privacy policy.

3. TERM AND TERMINATION.

3.1 Term. The term commences on the earlier of the date that you accept the Agreement or start accessing the Services, and continues until expiration or termination in accordance with the Agreement ("Term").

3.2 Termination. Either party may terminate this Agreement (including any Service Terms) immediately if the other party breaches any material provision and fails to cure its breach within thirty (30) days after receiving the other party's written notice by email identifying the breach. In addition, Spotify may discontinue or suspend your access to the Megaphone Platform and any Service immediately if any of the following occurs: (a) you fail to make any payment for thirty (30) days following its due date; (b) you have (or Spotify reasonably suspects that you have) breached, misappropriated or infringed Spotify's intellectual property or proprietary rights in the Megaphone Platform as determined by Spotify in its sole discretion; (c) you have (or Spotify reasonably suspects that you have) violated Section 4.2 (Prohibited Uses; Restrictions on Your Use of Data) or the Platform Policies; and/or (d) Spotify believes, as determined in its sole discretion, that your acts or omissions hereunder could cause material detriment to its brand and/or pose significant legal or reputational risk to Spotify. Spotify may restore suspended access to the Megaphone Platform only after such violation(s) has been cured (if the violation is capable of cure), as determined at the sole discretion of Spotify.

3.3 Regulatory Requirements. If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost for Spotify to provide access to the Megaphone Platform or canceling, changing, or superseding any material term or provision of this Agreement (collectively "Regulatory Requirements"), this Agreement shall be deemed modified in such a way as Spotify determines in its sole discretion is necessary in order to comply with such Regulatory Requirement(s). Should you object to any of those modifications, you may terminate this Agreement upon written notice to Spotify within thirty (30) days from the date that the Regulatory Requirements are effective.

3.4 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 (together with any outstanding payment obligations owed to Spotify) will survive any termination or expiration of this Agreement: this Section 3.4 (Effects of Termination; Surviving Provisions); Section 4.2 (Prohibited Uses; Restrictions on Your Use of Data); Section 4.4 (Payment Terms); Section 4.5 (Taxes); Section 5 (Ownership and Proprietary Rights); Section 6.2 (Data Use); Section 6.4 (Linked Services); Section 7 (Representations and Warranties; Disclaimer; Limitation of Liability); Section 8 (Indemnification); Section 10 (Confidentiality); and Section 11 (General). Notwithstanding any provision of a surviving provision, you will have no further right to access or use the Megaphone Platform, except that if you terminate the Agreement for Spotify's uncured breach pursuant to Section 3.2, you will be entitled to a pro rata refund of any prepaid, unused subscription fees (as defined in the applicable Service Terms), as applicable. In the event of termination by Spotify pursuant to Section 3.2, to the fullest extent permitted by applicable law, you will not be entitled to any further payments from Spotify. In addition, termination of the Agreement will not affect the rights of any listeners who downloaded Your Content prior to termination.

Following cancellation, termination or expiration of this Agreement, we may make Your Content available to you for export or download for no more than thirty (30) days. After such 30-day period, we will have no obligation to maintain or provide any of Your Content. It is your responsibility to redirect Your Content to different feeds; provided, however, that Spotify will not help redirect Your Content to different feeds upon any such cancellation, termination or expiration of the Agreement (or sooner if agreed by Spotify, as applicable) unless and until all outstanding invoices/payments have been paid to Spotify under this Agreement.

4. USE OF THE MEGAPHONE PLATFORM.

4.1 Permission to Use the Megaphone Platform. Subject to your compliance with the terms and conditions of this Agreement, including, but not limited to, payment of the Service Fees, Spotify grants you limited, personal, non-exclusive, revocable and non-transferable permission to use the features and functionality of the Megaphone Platform during the Term, solely for your business purposes. The Megaphone Platform is not open to "consumers" as contemplated in applicable consumer protection laws, or anyone acting for personal, family or household purposes.

4.2 Prohibited Uses; Restrictions on Your Use of Data. You will not: (a) sell, rent, sublicense or lease any part of the Megaphone Platform to any third party; (b) engage in Invalid Activity as defined in Section 4.4; (c) interfere with the Megaphone Platform or disrupt any other user's access to the Megaphone Platform; (d) reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Megaphone Platform, the Spotify IP, or any part thereof; (e) submit to the Megaphone Platform any content or data that contains mass mailings or any form of "spam"; (f) interfere or attempt to interfere with the proper working of the Megaphone Platform, including the submission of any Malicious Code to the Megaphone Platform; (g) use any robot, spider, data scraping, extraction tool or similar mechanism with respect to the Megaphone Platform; or (h) access the Services for any competitive purposes.

4.3 Services. Your access to and participation in the Services, including via any Megaphone API or Test Program, will be governed by these Master Terms and Conditions and any applicable Service Terms. If you opt in to a Service for Ad monetization via the Megaphone Platform, you acknowledge and agree that Spotify and its Affiliates shall have the right to sell and/or to place Ads, as applicable, within Your Content in accordance with the additional Service Terms agreed between you and Spotify. Spotify may, in its sole discretion, make available to you as part of the Megaphone Platform: (a) certain application programming interfaces (APIs), API access tokens, HTML scripts, prefixes, data import tools, or other software (collectively, "Megaphone APIs") and, in such event, grant you non-exclusive, revocable and non-transferable permission, during the Term, to use the Megaphone APIs solely to access and use the Megaphone Platform in accordance with this Agreement; and/or (b) a product, service, tool or program that is in a "test," "experimental," or "alpha" or "beta" mode ("Test Program") and, if you choose to participate in the Test Program, you acknowledge and agree that: (i) the Test Program is Spotify's Confidential Information; (ii) as the Test Program is experimental, to the extent permitted by applicable law, Spotify disclaims any and all warranties, express or implied, regarding the Test Program; and (iii) Spotify is not obligated to provide or continue support for the Test Program and Spotify may modify, suspend or discontinue the Test Program at any time.

4.4 Payment Terms. All applicable Service Fees and any additional payment terms for the Services provided under this Agreement will be as set forth in the applicable Service Terms. All invoices are payable by you to Spotify net thirty (30) days from the invoice date. All Service Fee amounts are in U.S. Dollars. Past due amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is higher. Except as expressly provided in this Agreement, to the fullest extent permitted by applicable law, all Service Fees paid are non-refundable. Unless otherwise directed by Spotify to pay via credit card (email to suffice), you shall send payments to the payment address specified by Spotify or, via electronic funds transfer, using the account and routing information provided by Spotify. To the extent Spotify requires payment via credit card, you hereby authorize Spotify to charge such credit card for amounts due. You agree to maintain the credit card in an active status or promptly provide updated credit card and billing information to Spotify to allow for payment in accordance with this Agreement. You agree to pay for all charges if such charges made to your credit card are unsuccessful for any reason.

Spotify will calculate any payouts owed to you pursuant to the Service Terms. Spotify may withhold amounts owed by you to Spotify from the payouts. Unless otherwise specified in the Service Terms, all applicable payouts to you shall be made in US Dollar amounts by EFT/ACH payment, at the discretion of Spotify.

Spotify designated measurements shall always control over any third party reporting statistics for reporting impressions. Notwithstanding the foregoing, some advertisers may require Spotify to track and bill impression delivery using third party tags. For the purposes of clarity, in the event that Spotify is obligated to bill advertisers in accordance with third party delivery numbers, the corresponding publishing partner (i.e. you) may be paid out based on that metric as well.

If Spotify reasonably suspects abuse of its monetization services or detects any activity indicating artificially altered download or streaming metrics of Your Content as measured by Spotify, including but not limited to any unnatural impressions generated by any person, bot, script or other automated or manual means, impressions generated from payment or other inducement, misrepresentation such as content exhibiting deceptive or manipulative naming, design, formatting, or metadata, or activity that is otherwise in violation of this Agreement or the Linked Services terms (including impressions co-mingled with any of the foregoing activity) ("Invalid Activity"), Spotify has the right to (1) terminate or suspend your account in accordance with Section 3.2; (2) withhold payment for any such Invalid Activity, and/or (3) collect amounts previously paid to you associated with such Invalid Activity (the "Clawback Amounts") via a deduction from future amounts owed by Spotify to you or via collection mechanisms it deems appropriate. you will pay any reasonable costs and expenses Spotify incurs in collecting payment of the Clawback Amounts. Spotify may delay payment while investigating Invalid Activity. If Spotify's investigation ascertains that there is no Invalid Activity, then Spotify will resume payment.

4.5 Taxes. Unless stated otherwise, the amounts that the Parties must pay under this Agreement are exclusive of sales, use, value added, goods and services, harmonized sales, or other similar taxes, duties, charges, excises, regulatory fees, or assessments levied under applicable legislation in any relevant country ("Applicable Taxes"). Spotify reserves the right to collect any Applicable Taxes that may become due in accordance with applicable law in connection with use of the Megaphone Platform. Spotify will create an automatically generated note from you, to Spotify, for each payment made to your nominated bank account. You are responsible for reviewing the accuracy of any note directing payout to you. You acknowledge that you are responsible for any subsequent reporting requirements, including invoicing (complying with tax requirements), tax and earnings reporting. Spotify's payment of a note will not later prevent Spotify from disputing the note amounts pursuant to any rights herein. Spotify may recoup any amounts due to Spotify from you by withholding such amounts from any fees otherwise due under this Agreement and providing notice thereof. In the event that your bank or financial institution charges or assesses a fee for the receipt of payments from Spotify (or its authorized payment provider) then, as between Spotify and you, such fee shall be your responsibility. Where required by the law of a jurisdiction, each party will provide the other with a valid VAT registration number and if requested, a declaration as to VAT registration status. If any circumstance beyond the control of the parties changes, or the VAT registration number provided by a party is, or becomes, invalid during the period of this Agreement, the parties will cooperate to credit and issue new invoices consistent with any VAT requirements as required by the law of the relevant jurisdiction. Spotify will not pay you any amount on account of any interest or penalties associated with the underpayment of any VAT by you.

Each party will fulfill its obligations relating to Applicable Taxes including any obligation to pay Applicable Tax where payable. The Parties will use their best efforts to ensure the correct Applicable Tax outcomes. You will provide all information requested by Spotify from time to time to ensure the proper tax reporting and treatment of payments contemplated herein. Each Party shall be solely responsible for the payment and reporting of all taxes applicable to its own income and activities in each jurisdiction where applicable. Spotify assumes no liability or responsibility for any of your tax obligations and related compliance and filings arising as a result of this Agreement or otherwise.

Spotify reserves the right to deduct and/or withhold (i) an amount equal to any digital services taxes or other similar gross based taxes imposed on Spotify's sales of advertising inventory and/or digital sales under your participation in the Spotify Audience Network, and (ii) any withholding tax in countries where such a tax is required by law based on Spotify's judgment, from any payments made under or in connection with this Agreement and shall pay the amount due to you after the deduction or withholding. If deductions or withholdings of tax have been made, Spotify shall pay the withheld tax to the appropriate tax authority. All payments made by Spotify under or in connection with this Agreement will only be remitted to bank accounts within the country of residence of the payee. Any and all payments from you to Spotify will be made free and clear of, and without deduction or withholding for, any taxes.

An amount equal to digital service taxes ("DST"), or other similar gross based taxes on digital related services, will be added on top of agreed amounts payable by you for all jurisdictions where DSTs are enacted.

5. OWNERSHIP AND PROPRIETARY RIGHTS.

5.1 Your Content. As between you and Spotify, you own and/or control Your Content. Spotify does not claim any ownership rights to nor any responsibility over Your Content. You acknowledge and agree that Your Content remains solely your responsibility.

In addition to, and without limiting the conditions set forth in Section 4, you must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any of Your Content to which you do not hold the necessary rights. For example, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, making available or otherwise communicating to the public via the Megaphone Platform), independent of whether it is or becomes unauthorized, may constitute an infringement of third party rights and is strictly prohibited.

5.2 Spotify IP. Spotify retains all right, title and interest (including, but not limited to, all intellectual property and proprietary rights therein) in and to: (a) the Services, including the Megaphone Platform and the technology and software used to provide it; the Megaphone APIs; the Spotify Audience Network; the Spotify Ad Exchange; and any and all technology used to produce, store and/or distribute, as applicable, the Podcasts and the Ads, as well as any and all related trademarks, logos, service marks (e.g., Megaphone and Spotify) (collectively, "Marks"); and (b) all data, information and other content (excluding Your Content) contained in or derived from the Megaphone Platform ((a) and (b) 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 Megaphone 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.

5.3 Feedback. You acknowledge that the Feedback is not confidential and you authorize Spotify to use that Feedback without restriction and without payment to you.

5.4 Privacy. The parties acknowledge and agree that Spotify receives certain personal data (such as IP addresses) from listeners when they play Your Content on a streaming service (e.g., Spotify, Apple Podcast, etc.) or other playback client that enable playback of Your Content (e.g., websites that embedded an RSS feed) ("Listener Data"). The data Spotify may provide to you with respect to the distribution of Your Content via the Megaphone Platform is considered pseudonymized under GDPR, in such circumstances, this Independent Controller DPA shall apply. To the extent you use the shareable links or promotions attribution Services, this Processor / Service Provider DPA shall apply. To the extent you enable an independent third party measurement partner, you acknowledge that you are solely responsible for such data transfers and have obtained any consents required under applicable law necessary for such transfers. Additionally, you will ensure that such measurement partner: (a) uses data received from Spotify for the sole purpose of providing measurement and attribution reporting to you; and (b) does not, directly or indirectly, sell, share, or process for purposes of targeted advertising, any data received from Spotify. The terms "sell", "share" and "targeted advertising" used in this paragraph shall have the meaning set forth in applicable privacy laws, such as the CCPA.

6. LICENSES GRANTED BY YOU.

6.1 Your Content. By making Your Content available to the Megaphone Platform, and entering into this Agreement, you hereby grant Spotify the worldwide, non-exclusive, royalty-free right (including the right to sublicense) to: (a) use, copy, reproduce, transmit, translate, transcribe, modify, publicly perform, display publicly, promote, market, distribute, and otherwise make Your Content available to end users and third parties including via download and streaming; and (b) to use Your Content for analytics, platform monitoring, advertiser studies (e.g., brand lift studies), development and improvement.

6.2 Data Use. You acknowledge and agree that Spotify will be entitled to use data contained in or derived from Your Content and your usage of the Service both during and beyond the term of the Agreement for performance of the Services, analytics, platform monitoring, and product improvement. As between the parties, all such data including Listener Data will be owned by Spotify.

6.3 Third Party Service Providers. In addition to, and without limiting the generality of the licenses in Sections 6.1 and 6.2, Spotify may also distribute, use and/or provide Your Content and certain associated data (including, but not limited to, IP addresses and user agents): to Spotify's service providers who act on Spotify's behalf in providing the Megaphone Platform and/or the Services (e.g., third party hosting providers, analytics providers, credit card processors, transcription services, etc.), as well as to additional third parties chosen by Spotify that are used to provide various additional other value-added services which may be offered by Spotify from time to time in connection with the Services provided under this Agreement. Third party processing of credit card payment data will be subject to such third party processor's privacy policy. Some Services may also be provided or fulfilled by Spotify's Affiliates.

6.4 Linked Services. The licenses granted to each platform and/or service where Podcasts and related content are made available, which may include the Spotify platform (each a "Linked Service") are granted pursuant to the respective Linked Services' terms and conditions in accordance with Section 9, separately to the licenses granted in Section 6.1. Removal of files in Your Content from your account will result in the deletion of the relevant files from Spotify's systems and servers and, subject to Section 3.4, automatic termination of your license under Section 6.1(a). However, you acknowledge that once Your Content is distributed to a Linked Service, Spotify is not obligated to ensure the deletion of Your Content from any servers or systems operated by the operators of any Linked Service, or to require that any user of Spotify or any Linked Service deletes any item of Your Content. In addition, listeners who have downloaded Your Content prior to termination will be able to keep such copies.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY.

7.1 Representations and Warranties. Each party represents and warrants that it has the necessary authority to enter into this Agreement and grant the rights as set forth herein, and that it will use reasonable care applicable to its performance of its obligations under this Agreement. Additionally, you represent and warrant that: (a) you have obtained, possess and will maintain all licenses, rights, consents, waivers, clearances, approvals and permissions necessary to make Your Content available to the Megaphone Platform and to grant Spotify the rights and licenses set forth in this Agreement for use of Your Content as contemplated in this Agreement, including, but not limited to, all of the music or other material used in Your Content (including, without limitation, all sound recordings, audio-visual master licenses and consents, synchronization, mechanical and performing rights clearances from anyl label, publisher, union, artist, or any other third party) and literary rights have been or will be obtained and paid for and shall be maintained during the Term by you, and your performance of this Agreement will not conflict with any other agreement, commitment, or obligation to which you are a party or may owe; (b) Your Content does not and will not infringe upon any third party's rights, including any intellectual property rights (including any copyright, trademark, patent, or privacy rights, or any other proprietary rights); (c) you will comply at all times with this Agreement (including, but not limited to, the requirements set forth in the Platform Policies) and all applicable laws and regulations; (d) Your Content does not contain anything that is defamatory, libelous, or that violates any confidentiality obligations you have with a third party; (e) you will not make Your Content available for Ad monetization (including via segment targeting) if it is directed to children as defined under applicable law (even if children are not the primary audience for such content) or otherwise share or make available to Spotify information about children as defined by applicable law in connection with such monetization of Your Content; and (f) you will maintain insurance policies to meet your liabilities under this Agreement (however, the terms of any insurance or the amount of cover will not relieve you of your indemnification obligations or other liabilities under this Agreement).

7.2 Disclaimer. Notwithstanding anything to the contrary in the Agreement, Spotify reserves the right to modify the Megaphone Platform and Services from time to time during the Term at Spotify's sole discretion. You acknowledge and agree that the form and nature of the Megaphone Platform and Services that Spotify provides may change from time to time without prior notice to you, including without limitation security patches, modified functionality, and other enhancements. In some instances, enhancements, updates, upgrades, and new additions to the Megaphone Platform may involve incremental fees, determined at Spotify's sole discretion, and shall be subject to authorization from you which may be provided by email, click-through agreement and/or continued use of the Megaphone Platform. You acknowledge that you are responsible for backing up Your Content and that Spotify will not have any liability to you for any loss of any of Your Content whatsoever.

In addition, you acknowledge that, as an internet-delivered software application, the Megaphone Platform may experience periods of downtime, including but not limited to scheduled maintenance, and third-party service outages. Spotify has no obligation to screen or monitor any content and does not guarantee that any content available via the Megaphone Platform complies with this Agreement. You therefore use the Megaphone Platform at your own risk.

ACCORDINGLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW: (I) SPOTIFY PROVIDES THE MEGAPHONE PLATFORM AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS; AND SPOTIFY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MEGAPHONE PLATFORM, INCLUDING ITS DOCUMENTATION, THE MEGAPHONE PLATFORM SOFTWARE, THE MEGAPHONE APIs AND SERVICES, OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE MEGAPHONE PLATFORM (EVEN IF LINKED TO FROM THE MEGAPHONE PLATFORM) INCLUDING ANY ADS THAT ARE DELIVERED THROUGH A SERVICE; AND (II) SPOTIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY LAW. SPOTIFY DOES NOT WARRANT THAT THE MEGAPHONE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.

7.3 Limitation of Liability. EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 4.2; BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10, OR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (COLLECTIVELY, THE "EXCLUDED DAMAGES"), (A) NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE ARISING UNDER THIS AGREEMENT OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION), EVEN IF SUCH PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES, AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO SPOTIFY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notwithstanding anything to the contrary, nothing in this Section 7 or this Agreement shall be construed to exclude or limit any liability of either party which cannot be excluded or limited under applicable law (such as for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation).

8. INDEMNIFICATION.

You will indemnify, defend, and hold harmless Spotify and its Affiliates, directors, officers, employees, and representatives from and against all third-party claims, actions, demands, or proceedings ("Third-Party Claims") (including all damages, costs, liabilities, losses, or expenses, including reasonable attorneys' fees and costs) that arise from or relate to: (a) activity associated with your account on the Megaphone Platform, including any prohibited activity or Invalid Activity; (b) Your Content and use of Your Content as contemplated under this Agreement; or (c) any breach or alleged breach of any of your representations or warranties set forth in this Agreement.

We will indemnify, defend, and hold harmless You from and against all Third-Party Claims (including all damages, costs, or, liabilities, losses, or expenses, including reasonable attorneys' fees and costs) that arise from: (i) Spotify's gross negligence or willful misconduct arising out of its provision of the Megaphone Platform; and (ii) any claim that the Megaphone Platform infringes upon any third-party intellectual property right.

The indemnified party shall: (x) promptly provide 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) give the indemnifying party control of the defense and settlement of the claim, and (z) provide 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.

9. LINKED SERVICES' TERMS AND CONDITIONS.

At any time during the Term, in the event that any of Your Content is published to a Linked Service, you acknowledge that such Linked Service may require that you agree to separate license terms, terms of use agreements and/or privacy policies as a condition of any such distribution or use of the Linked Service(s), which will include the Spotify for Creators Terms and Conditions of Use if Your Content is distributed to the Spotify platform. Spotify will not be responsible in any manner whatsoever for any third party Linked Services.

10. CONFIDENTIALITY.

As used herein, the "Confidential Information" of a party (the "Disclosing Party") means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other party ("Receiving Party") or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. By way of example, the Megaphone APIs, pricing and impression information in connection with the Megaphone Platform and the Services, and information about Spotify's tool and feature upgrade pipeline are all Spotify's Confidential Information. Notwithstanding the foregoing, nothing will be construed to limit Spotify's ability to publicly disclose information about its data and its partners and shows. Except as expressly permitted in this Agreement, the Receiving Party will not disclose, duplicate, or otherwise make available any Confidential Information of the Disclosing Party to any person or entity without the Disclosing Party's prior written consent. The Receiving Party will only use the Disclosing Party's Confidential Information to perform its obligations or exercise its rights under this Agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order where possible. Confidential Information does not include any information that: (x) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (y) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (z) is received from a third party who obtained such Confidential Information without any breach of any obligation owed to the Disclosing Party.

11. GENERAL.

11.1 Governing Law and Jurisdiction.

This Agreement and any dispute, claim, and/or controversy that in any way relates to or arises in connection with this Agreement or your relationship with Spotify as a user of the Megaphone Platform ("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, except where under applicable mandatory laws, you can choose to bring legal proceedings in your country of residence, or we are required to only bring legal proceedings in your country of residence.

(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 attempt to resolve any Disputes in good faith through direct discussions and if direct discussions fail, through mediation with a mutually agreed-upon mediator. If the Dispute is not resolved through direct discussions or mediation, either party may bring an action in the state or federal courts located in New York County, New York, and each party consents to the exclusive jurisdiction thereof for such purposes and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

11.2 Compliance and Trade Control. You represent and warrant that you are (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. You will otherwise comply with applicable sanctions restrictions in connection with the use of Spotify services.

You agree 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 your use of Spotify's products or services. 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. You agree 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.

11.3 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.

11.4 Order of Precedence. With respect to the following documents, in the event of any conflict or inconsistency, the order of precedence shall be as follows: the Service Terms (as applicable); these Master Terms and Conditions; and the Platform Policies.

11.5 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 the Agreement, or any of our rights and obligations hereunder, in whole or in part, to any person or entity such as an Affiliate.

11.6 Force Majeure. Excluding your payment obligations, 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). "Force Majeure Events" will mean: armed conflicts, famine, floods, Acts of God, epidemics or pandemics, labor strikes or shortages, governmental decree or regulation, court order, severe weather, fire, earthquake, acts of terrorism, failure of suppliers, unavailability of communications transport facilities, and breakdowns in communications transport facilities, or any other reason where failure to perform is beyond the reasonable control, and not caused by the negligence, of the non-performing party.

11.7 Modifications. We reserve the right to modify or otherwise change this Agreement (including, as applicable, the Service Terms, DPAs and Platform Policies) 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.

We also reserve the right to modify or discontinue, temporarily or permanently, or suspend the Services (or any part thereof) with or without notice. We 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 agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of Services.

11.8 Publicity. Except as otherwise permitted in this Agreement, neither party will use the other party's name or trademark in any advertising, written sales promotion, press releases 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 you as a customer of the Megaphone Platform including using your name, shows and trademarks in connection with the performance of the Services, and for general marketing and promotion of the Megaphone Platform and Services.

11.9 Notices. All notices must be in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). Any legal notices to Spotify must be sent to its Legal Department at legalnotice@spotify.com. You consent to receive all notices from Spotify electronically by email.

11.10 Severability; No Waiver. The failure to enforce any of the provisions herein shall not be construed as a waiver to enforce that or any other provision of this Agreement. Unenforceable provisions will be modified only to the extent necessary to make them enforceable, and remaining provisions will remain in full effect.

11.11 Entire Agreement. This Agreement represents the entire agreement between Spotify and you with respect to your use of the Megaphone Platform. As between Spotify and you, this Agreement expressly supersedes all prior agreements and understandings regarding the Megaphone Platform and any subject matter contained in the Agreement.