Spotify Analytics Terms and Conditions
Updated as of August 15, 2019
- Your Account
- Changes to the Spotify Analytics Terms
- Enjoying Spotify Analytics
- Rights We Grant You
- Spotify Analytics User Content
- Rights You Grant Us
- Data Insights; Mistakes
- Beta Features
- User Guidelines
- Service Limitations and Modifications
- Customer Support
- Export Control
- Term and Termination
- Warranty Disclaimer
- Entire Agreement
- Severability and Waiver
- Choice of Law, Mandatory Arbitration and Venue
Welcome to the Spotify Analytics Terms and Conditions (the “Spotify Analytics Terms”). Spotify Analytics (“Spotify Analytics”) is one part of the services, websites and software applications (together, the “Spotify Service” or “Service”) offered by Spotify (“Spotify”, “we”, “us”, “our” means: (a) if you are an entity organized under 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 the laws of any country outside of the United States of America: Spotify AB, of Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7485).
The Spotify Analytics Terms are executed and agreed to, and will constitute a binding agreement between the entity you represent (“you” or “your”) and Spotify, with effect as of the date you click on the “Accept” button presented with the Spotify Analytics Terms (as the Spotify Analytics Terms may be changed in accordance with Section 3 below), or your acceptance of any benefits under the Spotify Analytics Terms (including access to Insights (as defined in Section 4 below), participation in Programs (as defined in Section 4 below) or enjoyment of any other services under particular Opt-In Spotify Analytics Terms (as defined in Section 4 below)), whichever is earlier (the “Effective Date”).
You represent, warrant and covenant to us that: (a) you are an authorized representative of the entity on whose behalf you are entering into the Spotify Analytics Terms (including, but not limited to, your distributed record labels) (the “Subscribing Entity”) with the authority to bind the Subscribing Entity to the Spotify Analytics Terms, regardless of whether you remain an authorized representative of that Subscribing Entity after agreeing to be bound by the Spotify Analytics Terms; (b) the Subscribing Entity agrees to be bound by the Spotify Analytics Terms; and (c) you agree to be bound by the Spotify Analytics Terms on behalf of the Subscribing Entity. You also represent, warrant and covenant to us that any registration information that you submit to us for use in connection with the Spotify Analytics Terms is true, accurate, and complete, and you agree to keep it that way at all times until the Spotify Analytics Terms are terminated by either you or Spotify pursuant to Section 14 below. You can correct any erroneous registration information by accessing your settings page upon login via your Account (as defined in Section 2 below).
You may delegate your authority to use and access Spotify Analytics to additional users within your Subscribing Entity (each, a “Delegate”) and in the event that you and/or any of your Delegates access Spotify for Artists on the Service, you acknowledge and agree that these Spotify Analytics Terms shall govern such use of Spotify for Artists and shall supersede the Spotify for Artists Terms contained therein. You and your Delegates will be able to sign in to Spotify Analytics using individual credentials for Spotify Analytics. You represent, warrant and covenant to us that each of your Delegates will be authorized to access Insights, participate in Programs and other services (including Spotify Analytics), and sub-delegate their authority to additional users, for and on behalf of the Subscribing Entity. If you do delegate such authority to any one or more Delegates, you expressly agree on behalf of the Subscribing Entity that (x) all of your Delegates will comply with the Spotify Analytics Terms, (y) the Subscribing Entity will remain fully liable for your and each Delegate’s violation of the Spotify Analytics Terms, and (z) the Subscribing Entity will be responsible for the acts or omissions of your Delegates for purposes of the Spotify Analytics Terms.
If there is a dispute between you and any third party as to the ownership or authorized use of an Account (including the Account of any of your Delegates), then Spotify may suspend all access to such Account at any time and without any liability to you, your Delegates and/or any other person or entity, including your Subscribing Entity. Spotify may resolve disputes among users or it may leave the resolution of disputes up to the parties involved, who may seek relief from a court of competent jurisdiction. If Spotify resolves any dispute, then you agree that Spotify’s decision is final and binding upon you and your Subscribing Entity, and that neither you nor your Subscribing Entity will have any cause of action against Spotify, although you may have recourse against any third parties as provided under applicable law. Spotify will also abide by any lawful order from a court of competent jurisdiction.
As always, your password protects your individual Account, and you, and each Delegate are solely responsible for keeping your password confidential and secure. If a username or password is lost or stolen, or if you or any of your Delegates believe there has been unauthorized access to an Account by third parties, please notify us immediately and change the password as soon as possible.
We may change the Spotify Analytics Terms at any time in our sole discretion by prominently posting a revised version of the Spotify Analytics Terms within Spotify Analytics or by sending you a Notice pursuant to Section 23 below. If the changes are not material, the changes will become effective immediately. If the changes are material, they will only become effective as of the date that is thirty (30) days after the date of such posting or the effective date of such Notice. If you continue to use Spotify Analytics after the effective date of any such changes in any way, including by acceptance of any benefits under the Spotify Analytics Terms (including access to Insights, participation in Programs or enjoyment of any other services under particular Opt-In Spotify Analytics Terms (as defined in Section 4 below), whichever is earlier), such continued use will constitute your agreement to be bound by the changed Spotify Analytics Terms. However, such material changes will not apply to any dispute between you and us that arose prior to the effective date of such changes and of which Spotify has received a Notice pursuant to Section 23 below prior to the effective date of such changes. If you do not wish to continue using Spotify Analytics under the terms of any changed Spotify Analytics Terms, you may terminate the Spotify Analytics Terms pursuant to Section 14 below. You acknowledge that it is your responsibility to regularly monitor Spotify Analytics and regularly read any Notices we may send relating to changes to the Spotify Analytics Terms.
In accordance with Section 6 below, you, your Delegates or your Subscribing Entity may post content to the Service. Spotify Analytics provides information related to such posted content (“Information”). You can learn more about Spotify Analytics by visiting our website. You acknowledge that we provide Spotify Analytics to you for free in exchange for your use of the Service and agreement to the Agreements.
In addition to the then-current features of Spotify Analytics, we may from time-to-time add new features with opportunities for rights holders, including you, to access additional information related to the use of content on Spotify Analytics (“Insights”), and to participate in and manage marketing, promotional, merchandising, programming and/or other campaigns for their content through Spotify Analytics (“Programs”). Opportunities for Insights and Programs for your content will be presented to you or your Delegates on an opt-in basis through Spotify Analytics, along with the corresponding terms and conditions for the particular opportunity (each, the “Opt-In Spotify Analytics Terms”).
Spotify Analytics is the property of Spotify. We hereby grant you a limited, non-exclusive, revocable license to make use of Spotify Analytics (the “License”). This License will remain in effect until and unless the Spotify Analytics Terms are terminated by you or Spotify pursuant to Section 14 below. Neither you nor your Delegates may sell, transfer or sublicense your Account or individual credentials.
The data (including Insights), media, websites, and software applications that are included in Spotify Analytics are licensed, not sold, to you, and at all times Spotify will retain ownership of such data and information, even after installation of Spotify Analytics (or portions thereof) on your personal computers, servers, mobile handsets, tablets, and/or other relevant devices (each a “Device”).
All Spotify trademarks, service marks, trade names, logos, domain names, and any other features of the Spotify brand (“Spotify Brand Features”) are the sole property of Spotify. The Spotify Analytics Terms do not grant you any rights to use any Spotify Brand Features whether for commercial or non-commercial use, and all goodwill generated from the use of any Spotify Brand Features will inure solely to Spotify.
You agree to abide by our User Guidelines in Section 10 below and to not use Spotify Analytics, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Spotify Analytics Terms, Spotify grants no right, title, or interest to you in Spotify Analytics, by implication, estoppel or otherwise. All rights not expressly granted to you are expressly reserved by Spotify.
Third-party software (for example, open source software libraries) included in Spotify Analytics are licensed to you either under the Spotify Analytics Terms or under the relevant third-party software library’s license terms as published in the About, Help or Settings section of our desktop and mobile clients and/or on our website (“Third Party Software Licenses”).
Spotify Analytics is integrated with third party applications, websites, and services (“Third Party Applications”) to make content, products, and/or services available to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Spotify does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
Spotify Analytics users may post, upload, and/or contribute (“post”) content to the Service (which may include, for example, pictures, videos), text, messages, information, playlist information, and/or other types of content (“User Content”).
Spotify does not claim any ownership rights in the User Content you post to the Service. After posting User Content to the Service, as between you and Spotify, you will continue to retain any rights you may have in your User Content, including any intellectual property rights or other proprietary rights associated with your User Content, subject to the license you grant to Spotify in the next paragraph of this Section 6.
By posting User Content to the Service, you grant Spotify a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g., perform or display), publish, translate, modify, create derivative works from, and distribute the User Content on and in connection with the Service, Spotify’s business, the promotion and marketing of the Service and the promotion and marketing of Spotify’s business, in any and all formats and through any and all media channels now known or hereafter developed. If you do not want Spotify to use your User Content for these purposes, you should not post User Content to the Service.
You represent and warrant, and covenant on a present and continuing basis, that, with respect to any User Content you post to the Service: (a) you have and shall have the right to post such User Content, and to grant Spotify the rights to such User Content as set forth in the Agreements (including the license granted in the preceding paragraph of this Section 6), free of any and all claims, (b) such User Content, and its use by Spotify as contemplated by the Agreements (including the license granted in the preceding paragraph of this Section 6), does not and shall not violate the Agreements, applicable law, the regulations and rules of any guilds, unions or collectives, and does not and shall not violate or infringe the rights of any third party, including any intellectual property (including without limitation, copyright), publicity, privacy, personality, contract or other rights of others, (c) such User Content, and its use by Spotify as contemplated by the Agreements (including the license granted in the preceding paragraph of this Section 6), does not and shall not imply any affiliation with or endorsement of you or your User Content or any third party entity or individual by Spotify or any rights holders or any artists or any third party entity or individual without express written consent from the applicable such entity or individual, (d) you have and shall have acquired, retained and properly administered any third-party rights, licenses, authorizations, consents, permissions and approvals relating to the User Content you post to the Service, and the exercise by Spotify of the license granted in the preceding paragraph of this Section 6, (e) you shall be solely responsible for complying with the terms and conditions set forth in each of the third-party licenses, authorizations, consents, permissions and approvals referenced in clause (d) of this paragraph, and shall you shall be solely responsible for making any and all payments of royalties, fees and any other monies (however characterized) to any and all third parties as and when required under such third-party licenses, authorizations, consents, permissions and approvals, (e) no royalties, fees or other monies (however characterized) are or shall be payable by or on behalf of Spotify to or on behalf of any person or entity in connection with or arising out of the User Content you post to the Service or the exercise by Spotify of the license granted in the preceding paragraph of this Section 6, (f) all User Content you post to the Service is and shall be correct, accurate, and does not contain Objectionable Content (as defined in Section 10 below), and (g) you have and shall comply with all applicable laws, regulations and industry standards when posting User Content to the Service, including the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising, the FTC’s.com Disclosures Guide, the FTC’s Native Advertising Guidelines, and any other guidelines issued by the FTC from time to time, and updates thereto.
Spotify may, but has no obligation to, monitor, review, or edit User Content. Because there is a risk to hosting user uploaded content, including User Content, Spotify reserves the right, in all cases, to remove or disable access to any User Content for any or no reason, including, but not limited to, User Content that, in Spotify’s sole discretion, violates the Agreements, the rights of any third party, poses a reputational risk to Spotify or any other person. Spotify may take these actions without prior notification to you or any third party and without any liability to you for such removal. However, Spotify does not obligate itself to remove any User Content except as required by law.
You are solely responsible for all content, including User Content, that you and your Delegates post, so please be careful about what you post. Don’t defame people on the Service or post any content that may be deemed to be Objectionable Content (as defined in Section 10 below). As you would expect, Spotify is not responsible for User Content nor does it endorse any opinion contained in any User Content. You acknowledge and agree that if anyone brings a claim against Spotify related to User Content that you or your Delegates post, then to the extent permissible by law, you will indemnify and hold Spotify harmless against any and all damages, losses, liabilities, expenses and/or costs arising out of such claim in accordance with Section 20 below.
In consideration in part for the rights granted and benefits accorded to you under the Spotify Analytics Terms, you grant us the right to allow Spotify Analytics to use the processor, bandwidth, and storage hardware on your Devices in order to facilitate the operation of Spotify Analytics.
If you provide feedback, ideas, or suggestions to Spotify in connection with Spotify Analytics (“Feedback”), then regardless of what your accompanying communication may say, you acknowledge that the Feedback is not confidential. You hereby grant Spotify a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g., perform or display), publish, translate, modify, create derivative works from, and distribute any of your Feedback through any medium in any way, for any purpose, and through any medium or technology now known or hereafter created, whether in whole or in part, and whether as modified or unmodified, whether alone or in combination with other content or materials, in any manner and by any means, method, or technology, whether now known or hereafter created, to present and make available your Feedback to users of Spotify Analytics, and in any and all marketing and promotional materials including but not limited to digital and print media, social media platforms, presentations, submissions, or any industry or commercial advertising purposes.
Aside from the rights specifically granted in the Spotify Analytics Terms, you retain ownership of all rights, including intellectual property rights, in any Feedback that you provide, and you have only granted us a license as set forth in the Spotify Analytics Terms. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law), such as your right to be identified as the author of such Feedback, and your right to object to derogatory treatment of the same. If such moral rights are not waivable, then you hereby agree not to sue us for failure to identify you as the author of such Feedback or for any use of such Feedback on or in connection with Spotify Analytics.
You acknowledge that Spotify Analytics is a free service that we are providing to you for use at our discretion. As part of Spotify Analytics, we may provide you with Insights such as the ability to view various types of aggregated data related to your Subscribing Entity’s content. While we work hard to ensure the accuracy of Insights, we do not guarantee that Spotify Analytics or Insights will be available, error-free, or that mistakes (including mistakes in the Insights that we provide to you) will not happen from time to time. Where there is a glitch or mistake in Spotify Analytics, we will take all reasonable efforts to address or correct these mistakes. You agree that you will indemnify and hold us harmless against any damage, liability, or costs that you incur as a result of a mistake, error, or glitch in this free service or arising from your use of Spotify Analytics (including Insights) in accordance with Section 20 below.
From time to time we may offer beta features through Spotify Analytics (“Beta Features”). We use Beta Features to experiment with and test new feature ideas. Accordingly, you may find that Beta Features appear one day, undergo periodic changes, or even disappear completely. In order to ensure that Beta Features do not disrupt your use of Spotify Analytics, Beta Features will be segregated in a separate area of Spotify Analytics and clearly labeled as such (e.g., ‘Beta’ or ‘Labs’).
We’ve established a few ground rules for you to follow when using the Service, to make sure Spotify stays enjoyable for everyone. The current rules are listed below, but these may be updated, or we may provide you with additional rules, from time to time, consistent with Section 3 above. Please follow these rules and encourage other users to do the same.
The following is not permitted for any reason whatsoever:
10.1 copying, redistributing, reproducing, “ripping”, recording, transferring, performing, framing, lining to or displaying to the public, broadcasting, or making available to the public any part of Spotify Analytics or the Content;
10.2 using Spotify Analytics to import or copy any local files you do not have the legal right to import or copy in this way;
10.3 reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on Spotify Analytics, Content or any part thereof unless permitted by applicable law;
10.4 circumventing any technology used by Spotify, its licensors, or any third party to protect the Content or Spotify Analytics;
10.5 commercializing any part of Spotify Analytics or the Content, including, but not limited to, with respect to advertising, promotions, contests, and sweepstakes;
10.6 circumventing any territorial restrictions applied by Spotify or it licensors;
10.7 taking any action that imposes an unreasonable load on Spotify Analytics;
10.8 “crawling” Spotify Analytics or otherwise using any automated means (including bots, scrapers, and spiders) to view, access or collect information from Spotify;
10.9 deleting or altering any Content or material Spotify or any other user makes available on Spotify Analytics.
Please respect Spotify, the owners of the Content, and other users of Spotify Analytics. Don’t engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:
10.10 is offensive, abusive, defamatory, pornographic, threatening, harassing, obscene, or advocates or incites violence;
10.11 is illegal, or intended to promote or commit an illegal act of any kind;
10.12 includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service; and
10.13 involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, including through the Spotify inbox.
You agree that you will not assist or permit any person in engaging in any of the activities in Sections 10.1 through 10.13.
All content listed in Sections 10.1 through 10.13 is “Objectionable Content.” You acknowledge and agree that posting any such Objectionable Content may result in immediate termination or suspension of any of your accounts with Spotify, including without limitation, your Account.
Spotify will make reasonable efforts to keep Spotify Analytics operational. However, Spotify makes no assurances that Spotify Analytics will be available continuously. Certain technical difficulties or maintenance may result in temporary interruptions. Spotify reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features or the entirety of Spotify Analytics, with or without notice, all without liability to you or your Subscribing Entity, except where prohibited by law, for any interruption, modification, or discontinuation of Spotify Analytics or any function or feature thereof. You understand, agree, and accept that Spotify has no obligation to maintain, support, upgrade, or update Spotify Analytics, or to provide all or any specific content through Spotify Analytics. Spotify and/or the owners of any Insights may, from time to time, remove any such Insights without notice to the extent permitted by applicable law and/or the Spotify Analytics Terms. Spotify Analytics, including Insights and Beta Features, are provided to you “As Is.” You use Spotify Analytics and all Insights and Beta Features at your sole risk and discretion. This Section 11 will be enforced to the extent permissible by applicable law.
For customer support with Account-related questions (“Customer Support Queries”), please contact our customer service department using the following email address: firstname.lastname@example.org. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.
Spotify’s 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”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (a) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (b) 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 reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Spotify under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
The Spotify Analytics Terms will apply as of the Effective Date, as applicable, and will continue to apply until terminated by either you or Spotify under this Section. Either party may terminate the Spotify Analytics Terms upon Notice to the other party pursuant to Section 23 below, provided that such termination shall apply with prospective effect only as of the date that is the later of the date that is thirty (30) days of the effective date of such Notice and Spotify’s closure of your Account (and the Accounts of your Delegates) for Spotify Analytics. In addition, Spotify may terminate the Spotify Analytics Terms upon Notice to you in the event of any material breach of the Spotify Analytics Terms, including in the event of your actual or suspected unauthorized use of Spotify Analytics and/or content , or non-compliance with the Spotify Analytics Terms, that is not remedied by you within thirty (30) days of the effective date of Notice to you from Spotify of such breach pursuant to Section 23 below, provided such termination shall apply with prospective effect only as of the expiration of such thirty (30) day period. This Section will be enforced to the extent permissible by applicable law.
As of the effective date of any termination of the Spotify Analytics Terms under this Section 14, you will: (a) have no further right to use your Account (or the Accounts of your Delegates) for Spotify Analytics; (b) have no further right to accept of any benefits under the Spotify Analytics Terms (including access to Insights, participate in Programs or enjoy any other services under particular Opt-In Spotify Analytics Terms); and (c) immediately destroy, or if instructed by Spotify, return to Spotify, all data, information and content delivered to furnished to you in connection with Spotify Analytics through the effective date of termination.
You acknowledge and agree that, consistent with Sections 6 and 7, the perpetual licenses granted by you in relation to User Content and Feedback, respectively, are irrevocable and will therefore continue after expiration or termination of any of the Spotify Analytics Terms. This Section 14 will be enforced to the extent permissible by applicable law.
Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 – 24 of the Spotify Analytics Terms, as well as any other Sections that, either explicitly or by their nature, must remain in effect even after expiration or termination of the Spotify Analytics Terms, will survive expiration or termination.
THE FOLLOWING WARRANTY DISCLAIMER APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW:
WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT SPOTIFY ANALYTICS IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE SPOTIFY ANALYTICS AT YOUR OWN RISK. SPOTIFY AND ALL OWNERS OF THE DATA AND INFORMATION USED IN CONNECTION WITH SPOTIFY ANALYTICS, INCLUDING INSIGHTS, MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER SPOTIFY NOR ANY OWNER OF DATA AND INFORMATION USED IN CONNECTION WITH SPOTIFY ANALYTICS, INCLUDING INSIGHTS, WARRANTS THAT SPOTIFY ANALYTICS IS OR WILL BE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, SPOTIFY MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATIONS (OR THE CONTENTS THEREOF), OR ANY OTHER PRODUCT OR SERVICE OFFERED BY A THIRD PARTY ON, THROUGH, OR FROM SPOTIFY ANALYTICS OR ANY HYPERLINKED WEBSITE OR OTHER ELECTRONIC PROPERTY. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SPOTIFY SHALL CREATE ANY WARRANTY ON BEHALF OF SPOTIFY IN THIS REGARD.
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH SPOTIFY ANALYTICS IS TO UNINSTALL ANY SOFTWARE PROVIDED, FURNISHED OR SELECTED IN CONNECTION WITH SPOTIFY ANALYTICS AND TO STOP USING SPOTIFY ANALYTICS. WHILE SPOTIFY ACCEPTS NO RESPONSIBILITY FOR THIRD-PARTY APPLICATIONS OR THE CONTENTS THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES UNDER THIRD PARTY SOFTWARE LICENSES, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS BETWEEN YOU AND SPOTIFY, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD-PARTY APPLICATIONS OR THE CONTENTS THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD-PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPOTIFY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR, (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE SPOTIFY ANALYTICS, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER SPOTIFY HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO CASE WILL SPOTIFY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO SPOTIFY ANALYTICS, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT EXCEED EUR 10,000.
Nothing in the Spotify Analytics Terms removes or limits Spotify’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by law, gross negligence. Some aspects of this Section may not apply in some jurisdictions if prohibited by law.
You and Spotify agree that the Spotify Analytics Terms are intended to be a final and complete expression of the understanding and agreement between Spotify and you and/or your Subscribing Entity with respect to the subject matter of the Spotify Analytics Terms. The Spotify Analytics Terms supersede all prior and contemporaneous representations, warranties, covenants and agreements between Spotify and you and/or your Subscribing Entity, whether written or oral, regarding the subject matter of the Spotify Analytics Terms. However, as between you and Spotify, the Spotify Analytics Terms do not supersede any commitments you have made or will make pursuant to Third Party Software Licenses or any terms and conditions of use and privacy policies for any Third Party Applications. You and Spotify acknowledge and agree that neither party has made any representations, warranties, covenants or agreements in connection with the Spotify Analytics Terms or the subject matter hereof that are not contained in the Spotify Analytics Terms. In the event of a conflict between the terms and conditions set forth in the Spotify Analytics Terms or particular Opt-In Spotify Analytics Terms, and any other agreement between Spotify and you and/or your Subscribing Entity (or any of your or our affiliates), the Spotify Analytics Terms and the particular Opt-In Spotify Analytics Terms will govern and control with respect to the subject matter of the Spotify Analytics Terms.
Unless as otherwise stated in the Spotify Analytics Terms, should any provision of the Spotify Analytics Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability will not in any manner affect or render invalid or unenforceable the remaining provisions of the Spotify Analytics Terms, and the application of that provision will be enforced to the extent permitted by law.
Any failure by Spotify or any third-party beneficiary to enforce the Spotify Analytics Terms or any provision thereof will not waive Spotify’s or the applicable third-party beneficiary’s right to do so.
Spotify may assign the Spotify Analytics Terms or any part of them, and Spotify may delegate any of its obligations under the Spotify Analytics Terms. You may not assign the Spotify Analytics Terms or any part of them, nor transfer or sub-license your rights under the Spotify Analytics Terms, to any third party.
To the fullest extent permitted by law, you agree to indemnify and hold Spotify harmless from and against all damages, liabilities, losses, costs and expenses of any kind (including reasonable attorneys’ fees and costs) arising out of: (a) your breach or alleged breach of the Spotify Analytics Terms; (b) any activity or omission in which you engage on or through Spotify Analytics; (c) your violation or alleged violation of any law or the rights of any third party, including any actual or alleged infringement or other violation of a third party’s intellectual property rights; (d) your use of Spotify Analytics, including as a result of a mistake, error, or glitch in Spotify Analytics; (e) your breach or alleged breach of any Third Party Software Licenses; and/or (f) your exercise of any of your rights under the License.
a. Governing Law / Jurisdiction
The Agreements (and any non-contractual disputes/claims arising out of or in connection with them whether arising in tort or contract, under or related to the Spotify Analytics Terms) are subject to the laws of the State of New York, United States of America, without regard to choice or conflicts of law principles.
Further, you and Spotify agree to the jurisdiction of the state or federal courts located in New York County, New York to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising out of or in connection with them) and is not subject to mandatory arbitration under Section 21(b) (Arbitration).
This Section 21(b) (Arbitration) applies only to users in the United States.
b.1. 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 Agreements or to your relationship with Spotify as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) 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. 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 attorneys’ fees), 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 the Agreements.
Notwithstanding clause 21(b)(1) above, you and Spotify both agree that nothing in this Section 21(b) will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to: (1) bring an individual action in a U.S. small claims court; (2) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available; or, (3) bring an individual action seeking only temporary or preliminary injunctive relief in a court of law, pending a final ruling from the arbitrator.
b.3. 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.
b.4. Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and Spotify will take place under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) then in force (“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. Spotify can also help put you in touch with the AAA.
Any arbitration hearings will take place in New York, New York County, New York , or at a location mutually agreed upon by the parties, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or, (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.
Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the relevant AAA rules. 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.
b.5. Time for filing
Any arbitration must be commenced by filing a demand for arbitration 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; there will be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
b.6. Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, or Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Spotify's address for Notice is: Spotify, 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, Spotify will pay you the greatest of following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Spotify in settlement of the dispute prior to the arbitrator’s award; or, (3) $1,000.00. 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 any portion of this Section 21(b) (Arbitration) is found to be unenforceable in court or in arbitration, then the entirety of this Section 21(b) (Arbitration) shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 21(a) (Governing Law / Jurisdiction) shall govern any action arising out of or related to the Agreements.
a. No Waivers
No failure or delay on the part of Spotify to enforce any provision of the Spotify Analytics Terms will constitute a present or future waiver of that or any other provision, limit Spotify’s right to enforce such provision at a later time, or limit Spotify’s exercise of any power or right under the Spotify Analytics Terms.
b. Limitations Period and Release
You agree that any claim arising out of or related to Spotify Analytics, Spotify, or otherwise arising out of the Spotify Analytics Terms must be brought within one (1) year after the claim accrues. Otherwise such claim is permanently barred. In addition, if you have a dispute with one or more third parties (for example, Spotify Analytics users or Spotify account holders) in connection with Spotify Analytics, or the Spotify Analytics Terms, you release Spotify and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments and claims arising out of or in any way connected with such disputes. To the extent that California Civil Code Section 1542 applies to you, you waive California Civil Code Section 1542 with respect to the foregoing claims described in this section. That provision of the Civil Code reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor.”
If any provision of the Spotify Analytics Terms is held to be unlawful, void, or unenforceable for any reason, then that provision will be deemed severable from the Spotify Analytics Terms and will not affect the validity and enforceability of any remaining provisions.
d. Independent Contractors
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Spotify as a result of the Spotify Analytics Terms or your use of Spotify Analytics.
The heading references in the Spotify Analytics Terms are for convenience purposes only, do not constitute a part of the Spotify Analytics Terms, and will not be deemed to limit or affect any of the provisions hereof or thereof.
All Notices under the Spotify Analytics Terms shall be sent to Spotify in accordance with the address set forth in Section 21.b.6 set forth above or via email to email@example.com.
Notices to you shall be sent via either (i) personal delivery, express courier, or certified or registered mail, return receipt requested to the physical address on file for you for purposes of legal notices OR (ii) email, to the e-mail address we have on file for you for purposes of legal notices.
Notices must be in writing, and will be deemed to have been duly given or made: (a) on the date delivered in person, (b) on the next business day after the date indicated on the return receipt if mailed postage prepaid, by certified or registered mail, with return receipt requested, (c) if sent by a nationally recognized overnight courier service with service charges prepaid, on the next business day after delivery to the courier service (if sent in time for and specifying next day delivery), or (d) on the day sent if sent by email as a PDF file attachment.
“Confidential Information” means any information regarding the terms of the Spotify Analytics Terms (other than the fact of its existence or the name and address of each party), and any information, in whatever form, regarding the business or operations of Spotify or your use of Spotify Analytics, including, but not limited to, confidential or proprietary information about a third party; provided that Confidential Information shall not include information which: (a) at or prior to the time of disclosure by the disclosing party was known to the receiving party through lawful means; (b) at or after the time of disclosure by the disclosing party becomes generally available to the public through no act or omission on the receiving party’s part; (c) is developed by the receiving party independent of any Confidential Information it receives from the disclosing party; (d) the receiving party receives from a third person free to make such disclosure without breach of any legal obligation; or (e) any information disclosed under Spotify’s exercise of its rights under Section 20 of the Spotify Analytics Terms.
The receiving party acknowledges the confidential nature of the disclosing party's Confidential Information and agrees that it shall not disclose the disclosing party's Confidential Information to any other person, or use any Confidential Information for any purpose other than as contemplated hereby, without the prior written consent of the disclosing party. Each party hereto agrees to take reasonable precautions (no less rigorous than the receiving party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other party’s Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of a disclosing party pursuant to any statute, regulation, order, subpoena or document discovery request, and provided that prior written notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek, at its own expense, a protective order (it being agreed that if the disclosing party is unable to obtain or does not seek a protective order and the receiving party is legally compelled to disclose such information, disclosure of such information may be made without liability). In addition, Spotify may disclose Confidential Information solely to the limited extent required to comply with applicable laws, regulations and stock exchange rules, or the regulations of any other recognized marketplace, including rules from governmental and non-governmental securities commissions and regulatory agencies, and including in connection with a financing or capital-raising activity undertaken voluntarily by Spotify.