Effective as of 1 October 2013.
Section 1: Acceptance of Terms
This legally binding agreement (the “Agreement”) between you and Spotify AB (“Spotify”) governs your use of either or both the embeddable Spotify Play Button (a digital music player that allows for remote control of the Spotify client application from the web) and Spotify Follow Button (which allows Spotify users to select artists and other Spotify users whose activity on the Spotify service the user would like to follow) (“the Spotify Widgets”). All use of Spotify content, documentation, code, and related materials made available to you on or through Spotify (collectively, “Spotify Content”) is subject to and must comply with this Agreement.
If you enter into this Agreement on behalf of a company or other entity, you represent that you have authority to bind the entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates.
This Agreement constitutes all the terms and conditions agreed upon between you and Spotify with respect to the subject matter of this Agreement and supersedes any prior agreements, whether written or oral, concerning the subject matter of this Agreement. 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 on any oral or written representations made by Spotify not contained in this Agreement.
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.
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/about-us/contact/contact-spotify-ads/.
Section 2: License
Subject to your compliance at all times with this Agreement, Spotify grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to reproduce and display the Spotify Widgets on any website or webpage controlled by you (a “Website”). You do not have a license to access or use Spotify Content other than the rights granted in this Agreement, and nothing in this Agreement shall be deemed to grant you any right, title, or interest in the Spotify Widgets.
Section 3: Use
You may incorporate the Spotify Widgets within a widget embedded in your Website (to create 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 or web page. If you cannot prevent the Combined Widget or the Spotify Widget from being displayed on a third party website or web page without acceptance of this Agreement by the controller of the third party site, then you may not incorporate the Spotify Widget within any Combined Widget on your Website.
Further, you shall:
- Ensure that your use of the Spotify Widgets complies with all applicable laws and regulations, including without limitation, laws regarding personal data, privacy, copyright, and export controls;
- Display the Spotify Widgets in the form made available by Spotify and shall ensure that the format of the Spotify Widgets complies with the requirements set out here. You must not obfuscate the Spotify Widgets in any way, whether by banner advertisements or by any other means.
You must not use the Spotify Widgets in any manner that is not expressly authorized in this Agreement. Without limiting the foregoing, you may not modify, edit, disassemble, decompile, or reverse-engineer the Spotify Widgets or use the Spotify Widgets for any illegal or unauthorized purpose in any way:
- 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;
- 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;
- that associates, or implies an association of, the Spotify Widgets 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
- that infringes any intellectual property or other right of Spotify or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, patent, or contractual right.
Further, you agree that you shall not, nor encourage others to:
- use the Spotify Widgets or other Spotify Content for any illegal or unauthorized purpose;
- to harass, embarrass, harm, create confusion regarding, or improperly target any Spotify user or artist;
- promote, or provide content referencing, facilitating, containing, or using the following on your Website:
- the sale of tobacco products, ammunition, and/or firearms;
- content that is deceptive or fraudulent; or
- online gambling;
- obfuscate the Spotify Widgets in any way, or alter the form or format of the Spotify Widgets from that made available by Spotify and set out here.
- interfere, or attempt to interfere, in any manner with the proper functioning of the Spotify Widgets and your Website shall not knowingly include any viruses, worms, Trojan horses, or any other harmful code that could affect the Spotify Widgets or the Spotify Service;
- sell, rent, lease, sublicense, redistribute, or syndicate access to the Spotify Widgets or other Spotify Content without prior written approval from Spotify
- charge a premium for access to the Spotify Widgets or other Spotify Content;
- use Spotify trademarks as part of the name of your company or service, or in any product, service, name field, or logo created by you. All use of Spotify trademarks, and all goodwill arising out of such use, will inure to Spotify’s benefit;
- remove or alter any proprietary notices or marks on the Spotify Widgets or other Spotify Content;
- reverse engineer or attempt to extract the source code or any related software from any Spotify Content, except to the extent that this restriction is expressly prohibited by applicable law;
- make the Spotify Content available to any person who is not a user having valid login credentials for Spotify;
- use any robot, spider, site search/retrieval application or other device or tool to retrieve, duplicate, or index any portion of Spotify Content;
- mislead users as to the artist associated with a particular appearance of a Spotify Widget;
- participate in, facilitate, or encourage “stream ripping” or other functionalities that make it easier for users to capture or otherwise make permanent copies of streamed content. You agree to cooperate with Spotify in pursuing any violations of the prohibition against ripping or other capture of streamed content.
Without limiting other restrictions in this Agreement, you shall not use the Spotify Widgets 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, to Spotify, or to its content providers and partners.
You are solely responsible for your use of the Spotify Widgets, and for all licensing, reporting, and payment obligations to third parties required in connection with content on or within your Website other than content within the Spotify Widgets.
Section 4: Term and Termination
This Agreement commences upon the date you signify your acceptance of its terms and conditions by utilizing or embedding a Spotify Widget, and shall continue in force until terminated in accordance with its terms.
Spotify reserves the right to modify, suspend or discontinue, temporarily or permanently, the Spotify Widgets (including functions and features of the Spotify Play Button and Spotify Follow Button) and/or the Spotify Service, or to terminate your ability to use the Spotify Widgets, at any time prior to or after your development of a Website, without notice, for any reason or for 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 Widgets. You may terminate this Agreement by ceasing all use of the Spotify Widgets. 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 Widgets by any end user of the Spotify Service.
Survival and Severability
When these terms come to an end, the terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Sections 4, 6, 7, 10, 11, 12, 14, 15, 16, 17, and 18.
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.
Section 5: Modifications
Changes to this Agreement
Spotify reserves the right to make changes to this Agreement at its sole discretion. Any material changes will be posted here and it is your responsibility to check this website for such postings from time to time. Your continued use of a Spotify Widget on a Website after the posting of changes to this Agreement will constitute an acceptance of such changes.
Changes to the Spotify Widgets
Spotify reserves the right to modify the Spotify Widgets and to release subsequent versions of the Widgets at any time without notice to you. You may be required to obtain and use the most recent version of the Spotify Widgets in order for the Spotify Widgets to continue to function on your Website.
Section 6: Monitoring and Enforcement
Spotify may survey your Website to ensure quality, improve our products and services, and verify your compliance with this Agreement. 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 within your Website is properly licensed.
Spotify may use technical measures to prevent over-usage or stop usage of Spotify Widgets on any Website on which these terms are violated or for any other reason.
Section 7: Warranties, Representations, and Covenants
You warrant to Spotify that:
- You have the legal capacity to enter into this Agreement;
- You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your Website and perform your obligations hereunder;
- 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 your Website is available;
- Your use of the Spotify Widget complies with all applicable laws and regulations; and
- The Website shall not infringe any intellectual property or other rights of Spotify or any third party, including without limitation, any right of copyright, trademark, patent, privacy, publicity, or contractual right.
Section 8: Assignments, Delegations, and Novations
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.
Section 9: Third Parties
Section 10: Content
Spotify respects intellectual property rights, and expects you to do the same. The Spotify Widgets and any Spotify trademarks (our “Intellectual Property”) are the property of Spotify or Spotify’s licensors and protected by intellectual property rights. You do not have the 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 Spotify’s 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 trademark or domain name that includes the word “Spotify,” any other Spotify trademark, or any name that is confusingly similar to any of them. Further, you may not remove or alter any copyright, trademark, or other intellectual property notice contained in or provided through Spotify’s Intellectual Property.
Section 11: Confidentiality
In your interactions with Spotify, you may be given access to certain non-public information, software, specifications, or code (“Confidential Information”), which is confidential and proprietary to Spotify. You may use this Confidential Information only as necessary in exercising such rights as are granted to you in this Agreement. You may not disclose any of this Confidential Information to any third party without Spotify’s prior written consent. You further agree that you will protect this Confidential Information from any unauthorized use, access, or disclosure with no less than a reasonable degree of care.
Section 12: Privacy
Spotify respects our users’ privacy, and expects you to do the same. At all times, your Website and use of the Spotify Widgets must comply with all applicable laws, regulations, and best practices concerning privacy and/or data protection.
If your Website is targeted to children, you may not embed or otherwise use the Spotify Widgets on your Website. If you have actual knowledge that specific people using your Website or online service are children under 13, you must suppress the plugin code for those people. You must not knowingly share information with Spotify that you have collected from children under the age of 13 unless you obtain verifiable parental consent that covers Spotify’s collection, use, and disclosure in compliance with applicable law.
Section 13: Disclaimers
ANY USE OF A SPOTIFY WIDGET IS AT YOUR OWN RISK. THE SPOTIFY WIDGETS ARE 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 WIDGETS. 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.
Further, Spotify has no obligation to provide you or any users of your Website with support, software upgrades, enhancements, or modifications to the Spotify Widgets. You are solely responsible for providing user support and any other technical assistance for your Website.
There is no joint venture, partnership, agency, or fiduciary relationship existing between you and Spotify, and the parties do not intend to create any such relationship by this Agreement.
Section 14: Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 INTERRUPTION, COMPUTER FAILURE, OR PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SPOTIFY WIDGETS, INCLUDING ANY DAMAGES RESULTING THEREFROM. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH A SPOTIFY WIDGET IS TO STOP USING THE SPOTIFY WIDGET.
Section 15: Indemnity
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 a Spotify Widget or your violation of the terms and conditions of this Agreement or your violation of any laws, regulations, or third party rights.
Section 16: Disputes
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement is subject to the law of the State of California, United States, without regard to choice or conflicts of law principles. Further, you and Spotify agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve any dispute, claim, or controversy that arises in connection with this Agreement.
If you are a United States user, the following mandatory arbitration provisions also apply to you:
- You and Spotify agree that any dispute, claim or controversy arising out of or relating in any way to the Spotify Service or your use thereof, including our Agreement, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Spotify are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these Agreements and the termination of your Spotify account. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by these Agreements, and as administered by the AAA. You and Spotify agree that these Agreements involve interstate commerce and are subject to the Federal Arbitration Act.
- You and Spotify agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of the Spotify Service are NOT subject to mandatory arbitration. Instead, you and Spotify agree that these claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by courts of competent jurisdiction in San Francisco County, California, and that applicable California and/or Federal law shall govern, without regard to choice of law principles.
- YOU AND SPOTIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief.
- Any arbitration must be commenced by filing a demand for arbitration with the AAA 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; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA’s Consumer Rules with the remainder paid by Spotify. Any arbitration costs or fees deemed “excessive” will be paid by Spotify.
Section 17: Publicity
You may not suggest a partnership with, sponsorship by, or endorsement by Spotify without Spotify’s prior written approval. You permit Spotify to make public statements about your use of the Spotify Widgets at any time.
Section 18: Competition
In no event will Spotify be precluded from discussing, reviewing, developing for itself, having developed, acquiring, or licensing, for itself or third parties, as well as marketing and distributing, materials which are competitive with your Website or other products or services provided by you, irrespective of any similarity with products or services you offer or may develop.
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