Spotify Analytics Terms and Conditions
Updated as of July 18, 2018
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”) 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 45 West 18th Street, New York, New York 10011; 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 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 “I Accept” button presented with the Spotify Analytics Terms, or your acceptance of any benefits under the Spotify Analytics Terms (including access to Insights (as defined in Section 3 below), participation in Programs (as defined in Section 3 below) or enjoyment of any other services under particular Opt-In Spotify Analytics Terms (as defined in Section 3 below)), whichever is earlier (the “Effective Date”).
You represent, warrant and covenant to us that: (i) 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; (ii) the Subscribing Entity agrees to be bound by the Spotify Analytics Terms; and (iii) 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 12 below.
You may delegate your authority to use and access Spotify Analytics to additional users within your Subscribing Entity (each, a “Delegate”). 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.
2. Changes to the Spotify Analytics Terms
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 21 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, 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 21 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 12 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.
3. Enjoying Spotify Analytics
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 their 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”).
4. Rights We Grant You
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 12 below.
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 (“Devices”).
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 promise and agree that neither you nor your Delegates will: (a) attempt to identify users of Spotify Analytics or reveal any private information about those users to any third parties; (b) share or redistribute any Insights; (c) make commercial use of any Insights; (d) circumvent any technology used by Spotify, its licensors, or any third party to protect Spotify Analytics; (e) provide your password or username to any person that is not your Delegate or use any other person’s username and password; and/or (f) use any Insights provided via Spotify Analytics in any manner that could harm Spotify or other users of the Spotify Service. 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”).
5. Rights You Grant Us
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.
6. Data Insights; Mistakes
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 18 below.
7. Beta Features
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’).
8. Your Account
You and your Delegates will be able to sign in to Spotify Analytics using individual credentials for Spotify Analytics. As always, your password protects your individual user account, and you, and each Delegate are solely responsible for each keeping your password confidential and secure. You and your Delegates understand that you and your Subscribing Entity are responsible for all use of your individual username and password on Spotify Analytics, and Spotify will not be responsible for unauthorized access to your account. 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. Neither you nor your Delegates may sell, transfer or sublicense your account or individual credentials.
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.
9. Service Limitations and Modifications
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 9 will be enforced to the extent permissible by applicable law.
10. Customer Support
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.
11. Export Control
Spotify Analytics 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 re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you will 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 Spotify Analytics Terms 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.
12. Term and Termination
The Spotify Analytics Terms will apply as of the effective date set forth in Sections 1 and 2 above, 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 21 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 user account (and the user 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 21 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 12, you will: (a) have no further right to use your user account (or the user 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 Section 5, the perpetual license granted by you in relation to Feedback, is irrevocable and will therefore continue after expiration or termination of any of the Spotify Analytics Terms.This Section 12 will be enforced to the extent permissible by applicable law.
Sections 1, 3, 4, 5, 6, 8, 9, and 10 – 22 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.
13. Warranty Disclaimer
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.
15. Entire Agreement
You and Spotify agree that the Spotify Analytics Terms are intended to be a final and complete expression of the understanding and agreement between you and Spotify 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 you and us, 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. 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 you and us (or any of your or our affiliates), the Spotify Analytics Terms and the particular Opt-In Spotify Analytics Terms will govern and control.
16. Severability and Waiver
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 attorney 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.
19. Choice of Law and Venue
The Spotify Analytics Terms (and any non-contractual disputes/claims arising out of or in connection with them) are governed by the laws of the State of New York, United States, and any dispute, claim, or controversy between you and Spotify, whether arising in tort or contract, under or related to the Spotify Analytics Terms will be decided under the laws of the State of New York, without regard to conflicts of law principles, except to the extent New York law is preempted by United States Federal Law. Exclusive jurisdiction and venue for actions arising out of the Spotify Analytics Terms will be the state or federal courts located in New York County, New York, and both you and Spotify consent to the jurisdiction of such courts with respect to any such action.
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, the Spotify Service, 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 Service users or Spotify Service 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 must be in writing (each, a “Notice”), and addressed as follows:
To Spotify: Via BOTH: (i) personal delivery, express courier, or certified or registered mail, return receipt requested AND (ii) email, to:
45 West 18th Street, 7th Floor
New York, New York 10011
Attn: General Counsel
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; 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 18 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.