Spotify for Authors Opt-In Audiobook Distribution Terms

These Opt-In Audiobook Distribution Terms (the "Distribution Terms") apply to the extent you or your Company are eligible for, and have elected to participate in, the Distribution Services (as defined herein) related to certain of your User Content that may be eligible for such Distribution Services.

Notwithstanding anything to the contrary in the Spotify for Authors Terms of Use ("Terms of Use") (the Terms of Use, together with these Distribution Terms, the "Terms"), by electing to use the Distribution Services in connection with eligible User Content, such User Content will be considered "Distributed Audiobook Content" as defined in the Terms of Use. Notwithstanding anything to the contrary in the Terms of Use, by electing to use the Distribution Services, all references to User Content in the Terms of Use also apply to your Distributed Audiobook Content, including without limitation, Section 4 (Content and Intellectual Property Rights) and Section 9 (Indemnification) of the Terms of Use.

By using the Distribution Services, you agree to be bound by the Terms, as amended from time to time, on behalf of yourself and your Company. To the extent there is any irreconcilable conflict between the Terms of Use and these Distribution Terms, these Distribution Terms shall prevail. Any capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Terms of Use.

These Distribution Terms are between you and your Company, on the one hand, and Spotify USA Inc., a Delaware Corporation with offices at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007, and Spotify AB, of Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7495 ("Spotify", "us", "we", or "our").

1. Distribution Services

a. Distribution Services

The Service may include certain tools to enable Spotify to distribute the Distributed Audiobook Content to the Spotify consumer platform and allow you or your Company to monetize your Distributed Audiobook Content and collect royalties through your and your Company's usage of such services (collectively, the "Distribution Services"). Spotify may, from time to time, add or remove distribution models to the Distribution Services and Distribution Terms. Spotify will provide you with notice of any distribution models that are added or removed by posting such notice to our website or the Distribution Services, or via email or by another appropriate means of electronic communication. You/your Company will be automatically included in any such new distribution models.

In addition to the Distribution Terms, we may implement additional operating rules, policies and procedures relating to the use of Distribution Services from time to time, by posting them to our website(s) or through a notice provided through the Distribution Services, via e-mail or by another appropriate means of electronic communication. Such rules, policies and procedures, in addition to the Terms, will govern your access to and use of the Distribution Services.

You and your Company acknowledge that you may be required to have an account with our third party payment providers in order to use the Distribution Services. Your use of any such third party payment providers is subject to such provider's terms of use and privacy policy.

b. Licenses that you grant to us in connection with Distribution Services

Distributed Audiobook Content

Notwithstanding anything to the contrary in the Terms of Use, if you or your Company elect to use the Distribution Services, all references to User Content in Section 4 (Content and Intellectual Property Rights) of the Terms of Use also apply to your or your Company's Distributed Audiobook Content. For the avoidance of doubt, if you or your Company elect to use the Distribution Services, Section 4, including but not limited to Section 4(b), of the Terms of Use applies to your/your Company's Distributed Audiobook Content.

Discontinuation of Distribution

You or your Company may request that Spotify cease to distribute your or your Company's Distributed Audiobook Content at any time through the Distribution Services or any other reasonable method provided by Spotify ("Removal Notice"). Spotify will make commercially reasonable efforts to remove the Distributed Audiobook Content within thirty (30) business days of receipt of such Removal Notice, subject to these Distribution Terms. Notwithstanding anything to the contrary, Spotify shall be permitted to continue providing access to Distributed Audiobook Content following receipt of the Removal Notice to: (a) users who purchased access to such Distributed Audiobook Content on an A La Carte basis prior to receipt of the Removal Notice; and (b) subscribers who accessed the Distributed Audiobook Content through Spotify on a non-a la carte basis prior to receipt of the Removal Notice, with such access for subscribers continuing for as long as commercially reasonable following receipt of the Removal Notice.

c. Suspension or Termination

If Spotify reasonably suspects any fraudulent activity or abuse in connection with your or your Company's use of the Distribution Services in any way, or believes you or your Company are in breach of the Terms, Spotify may, in its sole discretion and without limiting other remedies, limit, suspend, or terminate your or your Company's account(s) and access to the Distribution Services; withhold payment, delay or remove hosted content; remove any special status associated with your or your Company's account(s); remove, not display, and/or demote listings; reduce or eliminate any discounts; and take technical and/or legal steps to prevent you or your Company from using the Service.

d. Distributed Audiobook Content

You and your Company are solely responsible for your Distributed Audiobook Content and for your usage of the Distribution Services and compliance with any laws or regulations related to them, including without limitation, the following:

i. Any claims or warranties you make in connection with the Distribution Services and any claims made by other users against you or your Company as they relate to your Distributed Audiobook Content or your or your Company's usage of the Distribution Services;

ii. Compliance with any consumer, securities and related laws and regulations.

You and your Company acknowledge and agree that Spotify is not responsible for examining or warranting the Distributed Audiobook Content, and you and your Company will not attempt to hold Spotify or Spotify's third party service providers liable for inaccuracies. You and your Company shall ensure that all Distributed Audiobook Content and other content and information is accurate.

2. Distribution Models & Royalties

a. Distribution Models - If you or your Company elect to use the Distribution Services, your Distributed Audiobook Content will be made available to Spotify end-users pursuant to the distribution models listed in this Section or as otherwise specified by Spotify from time to time pursuant to these Distribution Terms.

i. A La Carte - Under the A La Carte distribution model, Spotify end-users purchase a license to access individual Distributed Audiobook Content for a stated price as determined by Spotify. For distribution under the A La Carte distribution model, you or your Company will receive a royalty payment of 50% of the suggested retail price ("SRP") that you or your Company set for your Distributed Audiobook Content.

ii. Pool Subscription - Under the Pool Subscription distribution model, Spotify end-users pay Spotify a fee to access the Distributed Audiobook Content as part of their Spotify subscription. The fees paid to Spotify by end-users contribute to a Spotify-defined shared revenue pool per market and royalties are paid to you or your Company based on your or your Company's pro-rata share of the total consumption of Distributed Audiobook Content, as reasonably determined by Spotify.

b. All royalties earned through the Distribution Services will be paid to you or your Company according to Section 3 below.

c. Without limiting anything in the Terms of Use, Spotify may withhold or offset payment arising from your or your Company's breach of the Terms or any illegal or invalid activity detected by Spotify, including but not limited to artificial activity using any bot, script or other automated or manual means or unauthorised use of third party intellectual property (together "Prohibited Activity"). Your or Your Company's payments may be delayed while Spotify is investigating suspected Prohibited Activity. In the event that Spotify determines that you or your Company have engaged in Prohibited Activity, any amounts connected to such Prohibited Activity shall be deemed to be not earned by, or payable to, you or your Company and shall give Spotify the right to offset any such amount against any payment that may otherwise have been due to you or your Company under the Terms. If Spotify's investigation ascertains that there is no breach, then Spotify will resume payment. Spotify shall only withhold or offset payment to the extent of any such abuse.

d. Notwithstanding any other provision of the Terms, no royalties shall be paid with respect to:

i. any use for promotional purposes of an excerpt of Distributed Audiobook Content or any related materials;

ii. any amount refunded to a user for the return of Distributed Audiobook Content pursuant to our refund policy, as applicable; and

iii. any consumption of Distributed Audiobook Content by a user on Spotify using a redemption code, as provided to you or your Company at Spotify's discretion.

3. Reporting & Payment

a. Sales Reporting

i. Spotify will provide you or your Company with a statement ("Sales Report") within thirty (30) calendar days after the relevant period's end, detailing all pertinent information reasonably necessary as of the date of preparation of the Sales Report for the calculation of royalties during such prior relevant period.

ii. Pursuant to the Terms of Use, any preliminary sales reporting information provided to you or your Company is not a Sales Report. Such preliminary sales reporting shall be treated as unofficial and not be used for calculation of royalty payments.

b. Payment

i. Spotify shall have the right to apportion any amounts that may be payable under the Terms between Spotify AB and Spotify USA, Inc., and, if applicable, make payment from such entity, as determined by Spotify in its reasonable discretion.

ii. Spotify will pay you or your Company any amounts specified in the Sales Report within thirty (30) calendar days of providing you or your Company with the Sales Report.

iii. Payment due, if any, will be made to you or your Company at the destination specified by you or your Company in the Distribution Services.

iv. Spotify may require a certain accumulation of amounts payable prior to initiation of payment and will post such requirements on the Distribution Services.

v. Payments will be made to you or your Company in United States Dollars (USD) ("Payable Currency"). If a currency exchange is required, the royalty currency will be converted using the average daily exchange rate over the full applicable payment period as published by Reuters, and will be included in the Sales Report. Spotify may modify the Payable Currency in its reasonable discretion.

c. Taxes

Unless stated otherwise, the amounts due under the Terms 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"). Applicable Taxes will be added on top of amounts due under the Terms as per local legislation. Each party shall be solely responsible for payment of all Applicable Taxes it is legally obligated to pay arising as a result of these Terms or otherwise. Further, each party shall be solely responsible for collection and remittance of all Applicable Taxes it is legally obligated to collect and remit. Each party shall be solely responsible for payment of any tax assessed on its income. Neither party is liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other party's goods or services.

Spotify shall be entitled to deduct from the fees payable to you or your Company the amount of any withholding or other tax related to the payment which is imposed by the laws or government of the relevant country or territory. The amounts due will not change and Spotify shall not be subject to any additional charges for, or on account of, any present or future taxes, duties, assessments or governmental charges.

The parties further acknowledge that they will collect all relevant documentation needed in the event of a tax audit.

4. Referral Partners

The Service may include certain tools to enable you or your Company to share a copy of the Distributed Audiobook Content with third-party referral partners ("Referral Partners") so that, thereafter, you can utilize each such Referral Partner to distribute your Distributed Audiobook Content to other third-party platforms or as otherwise specified in each such Referral Partner's service, terms or policies to which you must separately agree and to which Spotify is not a party. Spotify may, from time to time, add or remove such Referral Partners from the Service at any time.

If you or your Company elect in the Service to share the Distributed Audiobook Content to one of our Referral Partners, we need a limited license to copy and share such Distributed Audiobook Content to that Referral Partner. Accordingly, by electing to share your Distributed Audiobook Content to one of our Referral Partners, you and your Company hereby grant Spotify the right to create and share a copy of the Distributed Audiobook Content to such Referral Partner on a one-time basis each time you or your Company elect to share your Distributed Audiobook Content. You acknowledge and agree that, once you or your Company elect to share your Distributed Audiobook Content to a Referral Partner, you and your Company cannot ask Spotify to undo or retract the sharing of your Distributed Audiobook Content with the Referral Partner. If you or your Company would like a Referral Partner to stop distributing your Distributed Audiobook Content, you or your Company must contact the Referral Partner directly. For the avoidance of doubt, we will not share your Distributed Audiobook Content with Referral Partners unless you or your Company elect for us to do so. Your and your Company's use of any Referral Partner services may also be subject to additional terms, conditions and policies provided to you and/or your Company by the applicable Referral Partner, to which Spotify is not a party. Spotify is not responsible for the actions of any Referral Partner with respect to their use of your Distributed Audiobooks Content.

For avoidance of doubt, the sections of these Distribution Terms governing the Distribution Services do not apply to your or your Company's use of Referral Partner services or to our sharing of your Distributed Audiobook Content to such Referral Partners.

Last updated: May 1, 2025