Effective as from 11 April 2012
This legally binding agreement (the “Agreement”) between you and Spotify AB (“Spotify”) governs your use of the embeddable Spotify digital music player that allows for remote control of the Spotify client application from the web (the “Spotify Play Button”) and by using the Spotify Play Button you are deemed to have accepted the terms and conditions of this Agreement. If you do not agree to the terms and conditions of the Agreement, you may NOT use the Spotify Play Button. Please note that the Spotify Play Button is intended for editorial use only. For support and guidance about how brands can work with Spotify please contact the Spotify sales team via http://www.spotify.com/uk/about-us/contact/contact-spotify-ads/.
1. Grant of licence
Subject to your compliance at all times with this Agreement, Spotify grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to reproduce and display the Spotify Play Button on any website or web page controlled by you (a “Website”).
2. Restrictions on use
You must not use the Spotify Play Button in any manner that is not expressly authorised in this Agreement. Without limiting the foregoing, you may not modify, edit, disassemble, decompile or reverse-engineer the Spotify Play Button or use the Spotify Play Button for any illegal or unauthorised purpose or in a way:
(a) or on any Website that is associated with or promotes, encourages, facilitates or condones the illegal or unauthorized use or sharing of audio and/or audiovisual content or that features any illegal, defamatory, obscene, pornographic, malicious or discriminatory content;
(b) that could be considered defamatory of third parties, obscene, malicious or discriminatory in any way, including but not limited to on the basis of race, disability, sex, sexual orientation or religion;
(c) that associates, or implies an association of, the Spotify Play Button with any advertising content or otherwise suggests an endorsement or promotion by any artist, sound recordings, songs or by Spotify of any brand or service, including that of the Website; or
(d) that infringes any intellectual property or other right of Spotify or any third party, including without limitation,any right of privacy, publicity, copyright, trade mark, patent or contractual right.
You further agree that you will not promote, or provide content referencing, facilitating, containing or using, the following on your Website: (a) the sale of tobacco products, ammunition and/or firearms; (b) content that is deceptive or fraudulent; or (c) online gambling.
You shall not interfere or attempt to interfere in any manner with the proper functioning of the Spotify Play Button and your Website shall not knowingly include any viruses, worms, Trojan horses or any other harmful code that could affect the Spotify Play Button or the Spotify Service.
Without limiting other restrictions in this Agreement, you shall not use the Spotify Play Button in any way that may be damaging to, disparaging of or otherwise detrimental to the digital music and media service owned and operated by Spotify (the “Spotify Service”), to Spotify, or to its content providers and partners.
You must display the Spotify Play Button in the form made available by Spotify and shall ensure that the format of the Spotify Play Button complies with the requirements set out at developer.spotify.com. You must not obfuscate the Spotify Play Button in any way, whether by banner advertisements or by any other means. You may incorporate the Spotify Play Button within a widget embedded in the Website (a “Combined Widget”) subject to your compliance with the terms and conditions of this Agreement and provided that the Combined Widget is not made available on any third party website. If you cannot prevent the Combined Widget or the Spotify Play Button from being displayed on a third party website without acceptance of this Agreement by the controller of the third party site, then you may not incorporate the Spotify Play Button within any widget.
3. Provision of the Spotify Play Button
Spotify reserves the right to modify the Spotify Play Button and to release subsequent versions of the Spotify Play Button at any time without notice to you. You may be required to obtain and use the most recent version of the Spotify Play Button in order for the Spotify Play Button to continue to function on your Website. Spotify may use technical measures to prevent over-usage or stop usage of the Spotify Play Button by a Website after any usage limitations are exceeded.
Spotify may survey your Website to verify your compliance with this Agreement and you agree not to block or interfere with such efforts. At our sole discretion we may request, and you shall provide, proof that your Website and any content of on within your Website is properly licensed.
Spotify has no obligation to provide you or any users of your Website with support, software upgrades, enhancements or modifications to the Spotify Play Button. You are solely responsible for providing user support and any other technical assistance for your Website.
4. Term and Termination
This Agreement commences upon the date you signify your acceptance of its terms and conditions by using any part of the Spotify Play Button and shall continue in force until terminated in accordance with its terms.
Spotify will make reasonable efforts to keep the Spotify Play Button and the Spotify Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Spotify reserves the right to modify, suspend or discontinue, temporarily or permanently, the Spotify Play Button (including functions and features of the Spotify Play Button) and/or the Spotify Service, or to terminate your ability to use the Spotify Play Button, at any time prior to, or after, your development of a Website, without notice, for any reason or no reason, without any liability to you or users of your Website. Spotify may terminate this Agreement by terminating your ability to use the Spotify Play Button. You may terminate this Agreement by ceasing all use of the Spotify Play Button. Upon termination of this Agreement for any reason, you must remove any and all code from your Website that enables use of or access to the Spotify Play Button by any end user of the Spotify Service.
Clauses 2, 3, 4, 6, 7 and 8 shall survive termination of this Agreement.
5. Changes to this Agreement
Spotify reserves the right to make changes to this Agreement at its sole discretion. Any material changes will be posted at developer.spotify.com and it is your responsibility to check this website for such postings from time to time. Your continued use of the Spotify Play Button on a Website after the posting of changes to this Agreement will constitute an acceptance of such changes.
6. Warranties, Representations and Covenants
You warrant to Spotify that: (a) you have the legal capacity to enter into this Agreement; (b) you possess all authorisations, approvals, consents, licences, permits and other rights and permissions necessary to provide your Website and perform your obligations hereunder; (c) you own or have secured all rights necessary to copy, display, distribute, render and publicly perform all content on or within your Website, in all countries where the Website is available; (d) your use of the Spotify Play Button complies with all applicable laws and regulations; and (e) the Website shall not infringe any intellectual property or other rights of Spotify or any third party, including without limitation, any right of copyright, trade mark, patent, privacy, publicity or contractual right.
7. Disclaimer of Warranties, limitation of liability
ANY USE OF THE SPOTIFY PLAY BUTTON IS AT YOUR OWN RISK. THE SPOTIFY PLAY BUTTON IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE IS NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE QUALITY, CONTENT AND AVAILABILITY OR FITNESS FOR A SPECIFIC PURPOSE OF THE SPOTIFY PLAY BUTTON. 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.
IN NO EVENT SHALL SPOTIFY, ITS AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, SERVICE INTERRRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SPOTIFY PLAY BUTTON, INCLUDING ANY DAMAGES RESULTING THEREFROM. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SPOTIFY PLAY BUTTON IS TO STOP USING THE SPOTIFY PLAY BUTTON.
You shall indemnify and hold Spotify and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable attorney fees) made by a third party due to or arising out of or related to your use of the Spotify Play Button or your violation of the terms and conditions of this Agreement or your violation of any laws, regulations or third party rights.
9. Intellectual property
Spotify respects intellectual property rights, and expects you to do the same. The Spotify Play Button and any Spotify trade marks (the “Intellectual Property”) are the property of Spotify or Spotify's licensors and protected by intellectual property rights (including but not limited to copyright) and you do not have a right to use the Intellectual Property in any manner not covered by this Agreement. Nothing in this Agreement shall be construed to convey, and by virtue of this Agreement you shall not acquire, any ownership interest in the Intellectual Property. You shall not contest, or assist others in contesting, the validity, enforceability, ownership or title of any Intellectual Property. You agree not to attempt to use or register any trade mark or domain name that include the word “Spotify,” any other Spotify trade mark, or any name that is confusingly similar to any of them. Further, you may not remove or alter any copyright, trade mark or other intellectual property notices contained in or provided through the Intellectual Property.
You may not assign any of your rights or delegate any of your duties under this Agreement, in whole or in part, to any person or entity. Spotify has a right to assign or novate this Agreement or any part thereof to any third party without restrictions. Any additional or different terms or conditions in any written or oral communication from you to Spotify are void. You agree that you have not accepted the terms and conditions of this Agreement in reliance of any oral or written representations made by Spotify not contained in this Agreement. Should for any reason or to any extent any provision of this Agreement be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of this Agreement and the application of that provision shall be enforced to the extent permitted by law. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. Any dispute that arises between the parties concerning this Agreement shall be determined by the English courts and the parties hereby submit to the exclusive jurisdiction of the English courts for such purpose, without prejudice to the right of either party to apply to any court of competent jurisdiction for emergency, injunctive or interim remedies. In the event that this Agreement is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.
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