Spotify Confidence Terms of Service

LAST UPDATED: 25 June 2024

Please read these Spotify Confidence Terms of Service (these "Terms") carefully as they govern your access to and use of Spotify's proprietary experimentation platform and associated services (collectively, the "Services"). By signing or executing an order form that incorporates these Terms by reference (an "Order Form"), expressing your consent to these Terms online, or otherwise accessing or using the Services, you agree to these Terms. If you do not agree to these Terms, you must not access or use the Services. These Terms and all Order Forms incorporating these Terms collectively form the "Agreement".

This Agreement is between you and Spotify AB, a Swedish limited liability company with offices at Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7485, unless you are an entity organized in, or are otherwise located in, the United States of America, in which case this Agreement is between you and Spotify USA Inc. a Delaware Corporation headquartered at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007 ("Spotify", "we", "us", or "our").

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICES ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP, OR OTHER ENTITY WITH WHICH YOU ARE EMPLOYED OR ASSOCIATED, THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to "you", "your" and "Customer" in this Agreement will refer to both the individual using the Services and to any such organization.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 16 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. IN ARBITRATION THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Access to the Services.

a. Subject to your compliance with the Agreement and creation of an Account according to Section 1 (b) below, Spotify grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and any documentation made available by us to you in connection with the Services and this Agreement (the "Documentation"), solely for your own business purposes.

b. You must create and maintain an account to use the Services (the "Account"). You remain fully responsible for your Account and for any activities within your Account, including without limitation, for any information provided to Spotify via the Account and for any Services usage under your Account.

c. The Services and Documentation are the property of Spotify and/or Spotify's licensors. All Spotify trademarks, service marks, trade names, logos, domain names, and any other features of the Spotify brand, whether featured in connection with the Services or otherwise ("Spotify Brand Features"), are the sole property of Spotify or its licensors. The Agreement does not grant to you any rights to use or modify any Spotify Brand Features, for either commercial or non-commercial purposes.
Trials and Pre-General Availability Services.

a. From time to time, we may offer trials of all or part of the Services for a limited trial period at no cost or at a reduced rate (each, a "Trial"). Each Trial is made available subject to how it is advertised, and subject to any rules on eligibility, availability, duration and cancellation communicated to you in advance (for example in connection with signing up to the Trial). For some Trials, we may ask you to provide payment details to start or extend the Trial. By providing such payment details you agree that we may automatically begin charging you any applicable Fees following the end of your Trial in accordance with Section 5 below.

b. If you are using the Services subject to a Trial, then in addition to the terms and restrictions set forth herein, the access rights are granted solely for purposes of your internal testing and evaluation of the Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND DURING THE TRIAL. We reserve the right to refuse or revoke a Trial at any time and for any reason, without liability to you.

c. In addition, we may from time to time make available to you certain new features, technologies and services on a preview, alpha or beta basis before they are made generally available to other customers ("Preview Services"). You acknowledge and agree that (i) Preview Services are provided "as is" and without warranty of any kind, and that (ii) we may suspend, limit, or terminate the Preview Services for any reason at any time, with or without notice to you.
Changes.

We may from time to time make changes to:

a. the Services, including without limitation releasing new versions, updates or supplements to the original Services, or discontinuing the Services or specific functions or features, provided that, for material adverse changes, we will seek to provide reasonable advance notice to you via email or other direct means before such material adverse changes take effect. Any such changed Services are governed by this Agreement unless separate Terms accompany such changes, in which case such separate terms will govern in the event of a conflict between such separate terms and this Agreement, or as otherwise provided in such separate terms.

b. these Terms, by notifying you of such changes by any reasonable means, including without limitation by posting the revised Terms on confidence.spotify.com/terms-of-service, provided that, for material changes that increase your obligations hereunder, or otherwise limit your rights under these Terms, we will seek to provide reasonable advance notice to you via email or other direct means before such material changes take effect. Your access to or use of the Services following any changes to these Terms will constitute your acceptance of such changes. If you do not agree to any such changes to these Terms, you must stop using the Services and terminate the Agreement pursuant to Section 12(c) below. The "Last Updated" legend set forth at the top of this document indicates when these Terms were last changed.

c. the Fees (as defined in Section 5 below), provided that we will communicate any price changes to you no less than thirty (30) days before such changes take effect. By continuing to use the Services after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you must stop using the Services and terminate the Agreement pursuant to Section 12(c) below before the price change takes effect.
Customer Obligations and Restrictions.

a. You may only access and use the Services: (i) solely for your own business purposes; (ii) pursuant to such Documentation or other instructions that Spotify may provide to you in writing from time to time; and (iii) in accordance with applicable law and the Agreement. You agree to promptly notify Spotify of any unauthorized use of, or access to, the Services or your Account. Spotify reserves the right to investigate any potential violation of the terms of this Agreement and to suspend your access in the event of any suspected or actual violations.

b. You shall not and shall not allow any third party to: (i) copy, reproduce, reverse-engineer, decompile, disassemble, modify, create derivative works or otherwise seek to obtain source code of the Services, except where and solely to the extent that such restriction is expressly prohibited by applicable law; (ii) sell, share, resell, sublicense, transfer, or distribute any or all of the Services; (iii) access or use the Services (a) for any use that is not expressly permitted under this Agreement, (b) in a manner that otherwise infringes the intellectual property of any third party, (c) in a manner intended to avoid incurring Fees or to circumvent Service-specific usage limits or quotas, or (d) to monitor the availability, performance or functionality of the Services for benchmarking or other competitive purposes; (iv) remove, disrupt or obscure any functionality in the Services; (v) access or use the Services to transmit or propagate any virus, malware, worms, Trojan horses or other programming routine intended to damage any system or data; (vi) perform or disclose any security testing, vulnerability scanning, password cracking, remote access testing, penetration testing or other test of the Services; or (vii) interfere with or otherwise disrupt any servers or networks that are used to provide the Services.
Payments.

a. Fees. For each calendar month during the Term, or other time interval agreed between you and Spotify (each, a "Billing Period"), you agree to pay to Spotify any applicable fees incurred for your access to and use of the Services during the Billing Period as set forth on the applicable invoice (and as further described at confidence.spotify.com/pricing and as may be updated from time to time, the "Fees"). You agree to pay each invoice for Fees within thirty (30) days from the date of the invoice, or for Spotify to otherwise charge your recurring payment method on the payment due date of each Billing Period (as applicable). Spotify's measurement of your access to and use of the Services is final. If payments are not received on the due date, Spotify reserves the right to charge late payment interest of 1.5% per month, or the maximum amount permitted by law, whichever is higher. Any and all Fees due to Spotify hereunder are non-cancellable and non-refundable. Spotify also reserves the right to delay and/or suspend your continued access to the Services until full payment is received, and/or to require prepayment of Fees if Spotify deems there is a risk of non-payment.

b. Fee Disputes and Service Credits. Any payment disputes must be submitted in writing by you to Spotify within thirty (30) days of the due date of the disputed payment. If you and Spotify determine that Spotify has overcharged you, Spotify will issue service credits to you in the amount of the applicable overcharge (the "Service Credits"). You acknowledge and agree that such Service Credits may only be applied to future payments for your access to and use of the Services hereunder and such Service Credits are your sole and exclusive remedy with respect to any payment dispute hereunder.

c. Taxes. Unless stated otherwise, the amounts that must be paid under the Agreement are exclusive of VAT, GST, HST, sales taxes or other similar taxes, duties, charges or assessments ("Indirect Taxes"). Indirect Taxes will be added on top of agreed amounts as per local legislation. Customer and Spotify shall each be solely responsible for payment of all Indirect Taxes it is legally obliged to pay arising as a result of this Agreement or otherwise. Further, Customer and Spotify shall each be solely responsible for collection and remittance of all Indirect Taxes it is legally obliged to collect and remit. Customer and Spotify shall each be solely responsible for payment of any tax assessed on its income. Customer and Spotify acknowledge that as of the date Customer and Spotify have entered into this Agreement and, to the best of their knowledge, there is no withholding tax applicable to payments due under this Agreement. Customer and Spotify agree to apply withholding tax as required by the laws in the jurisdiction it transacts. Customer and Spotify further acknowledge that each party shall collect all relevant documentation needed in the event of a tax audit.
Confidential Information.

a. "Confidential Information" means all technical and non-public information provided by a party ("Disclosing Party") to the other party ("Receiving Party") that is (i) designated as confidential by the Disclosing Party at the time of disclosure, or (ii) should reasonably be considered confidential, given the nature of the information or the circumstances surrounding its disclosure. Without limiting the foregoing, (1) the Services, Documentation, and any other non-public information or materials related to the Services or Documentation that are disclosed to you in connection with this Agreement constitutes the Confidential Information and property of Spotify, (2) any non-public information or materials related to your proprietary software, systems, services and products that are disclosed to Spotify in connection with this Agreement constitutes your Confidential Information and property, except to the extent that such information constitutes Usage Data or is incorporated into or necessary to use Feedback, in which case it shall not be considered your Confidential Information, and (3) nothing in this Section 6 shall restrict Spotify's use of Customer Data in accordance with Section 7 below.

b. The Receiving Party will use the Confidential Information solely as necessary to exercise the rights granted to it under this Agreement and shall only disclose Confidential Information to its employees, contractors, and other agents on a strictly need-to-know basis who are obligated by a written agreement to comply with confidentiality provisions equivalent in scope to and no less restrictive than those set forth in this Agreement and provided that the Receiving Party will remain responsible for their compliance with such agreement. The Receiving Party shall use the same safeguards that it uses to protect its own Confidential Information of a similar character, which in all cases shall be no less than reasonable safeguards and accepted industry practices. Upon termination or expiration of this Agreement, the Receiving Party shall immediately cease to use all of the Disclosing Party's Confidential Information and shall promptly return or delete (at the Disclosing Party's option, and via secure method) all of the Disclosing Party's Confidential Information. Upon written request from the Disclosing Party, the Receiving Party shall certify in writing that all of the Disclosing Party's Confidential Information has been returned or destroyed, as applicable.

c. The Receiving Party may use or disclose information that: (i) is or becomes publicly available through no act or omission by the Receiving Party; (ii) was already lawfully in the possession of the Receiving Party prior to the time of first disclosure to the Receiving Party by the Disclosing Party; (iii) is required to be disclosed by law; (iv) is independently developed by the Receiving Party without use of, reliance upon or reference to the Disclosing Party's Confidential Information; or (v) is lawfully obtained without restriction from a third party who has a right to make such disclosure.

d. If the Receiving Party receives a request to release Confidential Information pursuant to a court order, subpoena, or other governmental authority, the Receiving Party shall (unless prohibited law) provide the Disclosing Party with prompt written notice in order to permit the Disclosing Party to either consent to the disclosure or seek a protective order or other appropriate remedy and the Receiving Party shall reasonably cooperate with any effort by the Disclosing Party to obtain a protective order or other appropriate remedy. The Receiving Party shall limit the disclosure of Confidential Information to the greatest extent possible under the circumstances.
Customer Data and Usage Data.

a. Subject to Section 7(d) below, as between you and Spotify, you exclusively own all right, title and interest in and to data provided to Spotify by you in connection with your use of the Services (the "Customer Data"). You hereby grant to Spotify and our affiliates a non-exclusive, worldwide, sublicensable (through multiple tiers), royalty-free right to copy, store, transmit, make available, modify, create derivative works, perform or display the Customer Data to the extent necessary to provide the Services to you.

b. You hereby represent and warrant that you have sufficient rights in the Customer Data, including that you have obtained any necessary rights and consents from your end users, to grant the rights granted to Spotify herein and that the Customer Data does not infringe or otherwise violate the rights of any third party. You agree you shall be responsible for the accuracy, completeness, appropriateness and legality of the Customer Data. You further agree that you will not provide Spotify with any Customer Data that includes health, payment information or other sensitive personal information or sensitive personal data (as defined by applicable privacy and personal data legislation).

c. The Customer Data shall be available to you during the Term. Upon any termination of the Agreement, your Customer Data will be deleted by Spotify within ninety (90) days following such termination. Upon your written request, Spotify will provide confirmation of the deletion of your Customer Data. You acknowledge and agree that you are solely responsible for maintaining any backup copies of the Customer Data.

d. You acknowledge and agree that Spotify may collect and process technical and other data such as configuration data, feature usage data and performance data related to your access to and use of the Services ("Usage Data"). Spotify will be the owner of any Usage Data and may use such Usage Data to maintain and improve the Services, to monitor and analyze its activities in connection with the performance of the Services, to provide you with technical support and otherwise for any lawful business purpose. Usage Data does not constitute Customer Data.
Security and Data Privacy.

a. Spotify will maintain appropriate technical, administrative and organizational security measures designed to prevent the loss, misuse and unauthorized or unlawful access, disclosure, alteration, use, processing or destruction of Customer Data. Spotify shall notify you promptly, and in accordance with applicable laws, of any unauthorized uses or disclosures of, or any security incident involving unauthorized access to, your Customer Data, of which Spotify becomes aware, to the security address indicated by you to Spotify, for example in the applicable Order Form or as provided by you in your Account. Security matters directed at Spotify should be sent to [security@spotify.com]

b. If and to the extent Spotify collects or otherwise processes personal data on your behalf in connection with the performance of its obligation under the Agreement, that processing shall be governed by the Data Processor Appendix available at [confidence.spotify.com/dpa] which is hereby incorporated by reference into this Agreement.
Feedback.

a. If you provide to us any ideas, proposals, suggestions or other materials related to the Services ("Feedback"), you hereby acknowledge and agree that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Spotify under any fiduciary or other obligation. Feedback constitutes Confidential Information of Spotify and, without limiting the obligations set forth in Section 6, you will not provide any Feedback to any third party without Spotify's prior written consent in each instance.

b. To the extent permitted by applicable law, you hereby assign to Spotify all right, title and interest in and to such Feedback and acknowledge that we will be entitled to use, implement and otherwise exploit, and to allow others to exploit, any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting, or compensation.

c. To the extent, if any, that you retain any right, title or interest in and to any Feedback, you hereby grant to us a perpetual, irrevocable, exclusive, fully paid-up, royalty-free, transferable, sublicensable (through multiple tiers), worldwide right and license to reproduce, distribute, display and perform (whether publicly or otherwise), make available, communicate to the public, prepare derivative works of, modify, make, sell, offer to sell, import, use, and otherwise exploit (and have others exercise such rights on our behalf) all or any portion of such Feedback, in any form or media (whether now known or later developed).

d. Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of any Feedback. You hereby waive and quitclaim to us any and all claims that you now have or may hereafter have for any alleged infringement of any Feedback assigned and/or licensed hereunder to us. We will have no obligation to consider, use, return, or preserve any Feedback you provide to us.
Publicity.

You agree that Spotify may use and display Customer's name, logo, trademarks, and service marks on Spotify's apps, platforms, websites and in Spotify's sales presentations, press releases or other marketing materials for the purpose of identifying Customer as a user of the Services. You may request that Spotify refrain from and cease such usage by providing written notice to Spotify by email at confidence@spotify.com. Upon receiving such notice, Spotify will, as soon as reasonably practicable, remove (or refrain from using) any such marks from Spotify's websites and, to the extent commercially feasible, Spotify's sales presentations, press releases and marketing materials that will be made public after receipt of such notice. Upon Spotify's request, Customer may choose to agree to participate in a case study, press release and/or cooperate with Spotify in further promotion of the Services.
Availability.

SPOTIFY MAKES NO DIRECT, INDIRECT, IMPLIED, EXPLICIT OR IMPLICIT WARRANTY TO PROVIDE UNINTERRUPTED AVAILABILITY OF THE SERVICES. YOU ACKNOWLEDGE THAT THE PLATFORM MAY BE UNAVAILABLE FROM TIME TO TIME DUE TO PLANNED OR EMERGENCY MAINTENANCE (SPOTIFY WILL SEEK TO NOTIFY YOU IN ADVANCE OF ANY PLANNED MAINTENANCE). YOU ALSO ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS MADE AVAILABLE USING THE INTERNET FOR COMMUNICATIONS AND TRANSMISSION OF DATA AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY COMPUTER EQUIPMENT, SOFTWARE OR CONNECTIVITY REQUIRED TO ACCESS OR USE THE PLATFORM. SPOTIFY SHALL NOT BE RESPONSIBLE FOR ANY UNAVAILABILITY OF THE PLATFORM, INCLUDING ANY UNAVAILABILITY CAUSED BY INTERNET OUTAGES, FAILURES OR ANY OTHER EVENT OUTSIDE OF SPOTIFY'S REASONABLE CONTROL.
Term and Termination.

a. The Agreement will continue to apply until terminated as permitted hereunder (the "Term").

b. Spotify may suspend your access to the Services or terminate this Agreement at any time, with immediate effect, if we believe that you have breached this Agreement (including non-payment of any Fees), if we cease making available the Services or any material component thereof, or as we believe necessary to comply with applicable law.

c. You may stop using the Services and terminate this Agreement for convenience at any time by providing written notice of termination to confidence@spotify.com. Spotify may also terminate this Agreement for convenience by providing you at least thirty (30) days prior written notice to the email address registered in your Account.

d. Upon termination of this Agreement, you will (i) immediately cease all use of the Services and Documentation and delete all copies of the Documentation and Confidential Information in your possession or control; and (ii) be responsible for paying any Fees incurred up to the effective date of termination. For the avoidance of doubt, upon termination of this Agreement, any Service Credits received by you pursuant to Section 5(b) that are unused as of the date of termination shall expire and are not subject to refund.

e. The following sections shall survive termination of this Agreement: Sections 1(b) (Access to the Services), 6 (Confidential Information), 7 (Customer Data and Usage Data), 9 (Feedback), 10 (Publicity), 12 (Term and Termination), 13 (Warranty Disclaimers), 14 (Limitation of Liability), 15 (Export Control and Sanctions), 16 (Governing Law, Jurisdiction, Venue) and 17 (Arbitration Agreement) as well as any other sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination.
Warranty Disclaimers.

THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, SPOTIFY DISCLAIMS ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE SERVICES AND DOCUMENTATION, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SPOTIFY SHALL CREATE ANY WARRANTY ON BEHALF OF SPOTIFY. THIS SECTION 13 APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability.

a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 14(b) BELOW, IN NO EVENT WILL EITHER PARTY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (ii) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR DOCUMENTATION, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER A PARTY HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (iii) AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT OR RELATING TO THE SERVICES OR DOCUMENTATION, MORE THAN THE GREATER OF (1) THE AMOUNTS PAID OR PAYABLE BY YOU TO SPOTIFY DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR (2) $500 USD.

b. THE LIMITATIONS IN SECTION 14(a) ABOVE SHALL NOT APPLY TO (i) EITHER PARTY'S BREACH OF SECTIONS 6 (CONFIDENTIAL INFORMATION), 15 (EXPORT CONTROL AND SANCTIONS); (ii) YOUR BREACH OF SECTIONS 4 (RESTRICTIONS), 7 (CUSTOMER DATA) OR 9 (FEEDBACK); OR (iii) YOUR OBLIGATION TO PAY SPOTIFY FOR YOUR ACCESS TO AND USE OF THE SERVICES, OR ANY OTHER PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.
Export Control and Sanctions.

The Services may be subject to EU, UN and U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including, but not limited to, the EU Dual-use Regulation, the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, and the trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC") (collectively, "Trade Control Laws"). Specifically:

a. You agree not to directly or indirectly use, sell, export, re-export, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Spotify under this Agreement in any manner that would cause you or Spotify to be in violation of any applicable Trade Control Laws.

b. You represent, warrant and covenant that you and any person on whose behalf you are acting or who acts on your behalf, are NOT (i) a person designated under, or otherwise targeted by, economic or financial sanctions maintained by the U.S., EU, or other applicable government or intergovernmental body; (ii) a person located or incorporated in a country/territory subject to comprehensive territorial sanctions maintained by the U.S. or the EU, or other applicable jurisdiction; and (iii) a person owned or controlled by, or acting on behalf of, a person or entity identified in (i)-(ii). You shall immediately notify Spotify in the event that any of the representations or warranties in (i)-(iii) above are or become untrue during the Term.

c. Notwithstanding any other provision of the Agreement, if Spotify, in its sole discretion, determines that its continued performance under this Agreement (i) is or may be prohibited under Trade Control Laws; or (ii) could give rise to "secondary sanctions" exposure under Trade Control Laws, Spotify may suspend or terminate the Agreement immediately without recourse to court following written notice to you.

d. If the Agreement is suspended or terminated pursuant to this Section 15, Spotify shall not be liable for continued performance under the Agreement, nor shall it be liable for any harms, damages, loss or restitution to you, including any such losses arising out of or relating to such suspension or termination.
Governing Law; Jurisdiction; Venue.

a. If this Agreement is between you and Spotify USA Inc., this Agreement and any dispute, claim, and/or controversy that in any way relates to or arises in connection with this Agreement, the Services, or the Documentation ("Dispute") are governed by and shall be construed in accordance with the laws of the State of New York, United States of America, without regard to New York's choice or conflicts of law principles. Further, you and Spotify agree to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan in New York, New York, to resolve any Dispute that is not subject to mandatory arbitration under the Arbitration Agreement below, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

b. If this Agreement is between you and Spotify AB, this Agreement is governed by and shall be construed in accordance with the laws of Sweden, without regard to Sweden's choice or conflicts of law principles. Further, you and Spotify agree to the jurisdiction of the district court of Stockholm, Sweden to resolve any Dispute that is not subject to mandatory arbitration under the Arbitration Agreement, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
Arbitration Agreement.

a. Arbitration. Subject to the exceptions set forth in the "U.S. Arbitration and Exceptions to U.S. Arbitration" section below, all Disputes shall be resolved through binding individual (not class) arbitration in accordance with this Section 17 (the "Arbitration Agreement"). This arbitration provision will survive termination of these Terms. No class or representative proceedings, class action waiver, and jury trial waiver. We and you agree that, by entering into this Arbitration Agreement, all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING AND THAT EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL. 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. U.S. Arbitration and Exceptions to U.S. Arbitration. If Spotify USA Inc. is the contracting entity to this Agreement, any Dispute shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (available [here]) then in force (the "AAA Rules"), as modified by this Arbitration Agreement. Whether a single arbitrator or a panel of three arbitrators should resolve the dispute shall be determined in accordance with the AAA Rules. The arbitrator has the authority to rule on all issues except that a court has exclusive authority to: (1) decide arbitrability, as well as scope, validity, and enforceability of this Arbitration Agreement; (2) enforce the prohibition on class or representative actions; and (3) enjoin an arbitration from proceeding if it does not comply with 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). Any in-person arbitration hearings will take place in New York County, New York. You and Spotify both agree that any Dispute relating to any actual or alleged infringement of your or Spotify's intellectual property rights shall be brought in the federal courts of New York, New York, and that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of your or Spotify's rights, at any time, to elect to have an individual action heard in a court of law, in accordance with the jurisdiction and venue described in the "Governing law; Jurisdiction; Venue" section above, seeking only temporary or preliminary individualized injunctive relief, pending a final ruling from the arbitrator.

c. Non-U.S. Arbitration. If Spotify AB is the contracting entity to this Agreement, any Dispute shall be finally resolved by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce ("SCC Rules"),, as modified by this Arbitration Agreement, and administered by the Arbitration Institute of the Stockholm Chamber of Commerce ("SCC"). Whether a single arbitrator or a panel of three arbitrators should resolve the dispute shall be determined in accordance with the SCC Rules. The seat of the arbitration shall be Stockholm, Sweden, and the arbitration shall be held, and the award shall be rendered, in the English language.

d. Whether arbitration is conducted pursuant to the AAA Rules or the SCC Rules, the arbitrator(s) will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim(s) before the arbitrator(s). The arbitration proceeding, including any arbitral award and all documents and other materials related to, or exchanged, during the arbitration proceedings will 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 decision of the arbitrator(s) and related 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.

e. Notwithstanding the foregoing, you and Spotify both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit our rights, at any time, to bring an action seeking temporary, preliminary or permanent injunctive relief in a court of law, in accordance with the jurisdiction and venue described in the "Governing law; Jurisdiction; Venue" section above, in connection with your breach (whether actual or alleged) of Section 1 (Access to the Services) or Section 4 (Restrictions) of the Agreement.
General.

a. Conflicts: In the event of conflict between these Terms and any Order Forms, the Order Forms shall control

b. Independent Contractors. You and Spotify are independent contractors and there is no joint venture, partnership, agency, employment or fiduciary relationship existing between you and Spotify pursuant to the Agreement, and you and Spotify do not intend to create any such relationship under the Agreement. The Agreement does not establish an exclusive relationship between you and Spotify, and, except as expressly set forth herein, does not create an obligation of either party to enter into any other contract, subcontract or other business relationship with the other party.

c. Assignment. You may not assign this Agreement, in whole or in part, nor transfer or sub-license your rights under this Agreement, to any third party. Spotify may assign any or all of this Agreement, and may assign or delegate, in whole or in part, any of its rights or obligations under this Agreement. Any attempted assignment, transfer or sub-license in violation of the foregoing shall be null and void.

d. Force Majeure. Neither Spotify, nor you will be liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees owed to the other party hereunder) due to events beyond its reasonable control and occurring without that party's fault or negligence. including without limitation acts of God, natural disasters, terrorism, riots, war or pandemics.

e. Entire Agreement. The Agreement represents the entire agreement between the parties with respect to its subject matter, and supersedes any prior or contemporaneous agreements, whether written or oral, between the parties relating to such subject matter.

f. Severability. Unless as otherwise stated in this Agreement, should any provision of this Agreement be held invalid or unenforceable for any reason or to any extent, the remaining provisions of this Agreement will not be affected, and the application of that provision shall be enforced to the extent permitted by law. Any failure by Spotify to enforce this Agreement or any provision thereof shall not waive Spotify's right to do so.