Spotify for Backstage Website Terms of Service
LAST UPDATED: JANUARY 16, 2024
Please read these Spotify for Backstage Website Terms of Service (these "Terms") carefully as they govern your use of (including any access to) the Spotify for Backstage website currently located at https://backstage.spotify.com (together with the Marketplace (as defined below) and any other materials and services available therein, and successor site(s) thereto, the "Site"). Your use of the Site constitutes your consent to these Terms.
These Terms are between you and: (a) if you are an entity organized under or otherwise subject to the laws of the United States of America: Spotify USA, Inc., a Delaware Corporation with offices at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007; or (b) if you are an entity organized under or otherwise subject to the laws of any country outside of the United States of America: Spotify AB, a Swedish limited liability company with offices at Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7485 ("Spotify", "we", "us" or "our").
These Terms hereby incorporate by this reference any additional terms and conditions posted by Spotify through the Site. In addition, your use of any current or future Spotify for Backstage products and services, including any Spotify Products (as defined below), is subject to additional terms and conditions governing the use of such products and services.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN "ORGANIZATION"), THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. References to "you" and "your" in these Terms will refer to both the individual using the Site and to any such Organization.
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 15 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.
1. Changes. We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised set of these Terms through the Site.
Your use of the Site following any changes to these Terms will constitute your acceptance of such changes. The "Last Updated" legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.
3. Spotify Marketplace for Backstage. Through the Site, Spotify makes available an online marketplace located at https://backstage.spotify.com/marketplace/, or any successor link, ("Marketplace") where you may browse listings and descriptions of Spotify first-party products and services ("Spotify Products") and products and services offered by third parties ("Third-Party Products") (collectively, "Products"). These Products are available for purchasing or licensing either directly from Spotify, in the case of Spotify Products, or, with respect to Third-Party Products, directly from those third parties offering such Third-Party Products ("Third-Party Providers"). For clarification, Products are neither sold nor licensed on or through the Marketplace, but must be purchased or licensed directly from Spotify or the Third-Party Provider, as applicable. Some Products may be subject to open source licenses, in which case your use of any such Product will be governed by the terms of the relevant open source license.
YOU HEREBY ACKNOWLEDGE THAT: (I) INFORMATION AND CONTENT ON THE MARKETPLACE IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE; (II) SPOTIFY AND THIRD-PARTY PROVIDERS DO NOT GUARANTEE THE AVAILABILITY OF ANY PRODUCTS; (III) YOU CANNOT PURCHASE OR OBTAIN A LICENSE TO ANY PRODUCTS ON OR THROUGH THE MARKETPLACE; AND (IV) SPOTIFY NEITHER CONTROLS NOR ENDORSES, NOR ARE WE RESPONSIBLE FOR, ANY THIRD-PARTY PROVIDERS OR THIRD-PARTY PRODUCTS, INCLUDING THE ACCURACY, VALIDITY, TIMELINESS, COMPLETENESS, RELIABILITY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS OR SAFETY OF ANY SUCH PRODUCTS OR THE DESCRIPTIONS THEREOF (INCLUDING ANY FEATURES, SPECIFICATIONS AND PRICES CONTAINED THEREIN), OR ANY INTELLECTUAL PROPERTY RIGHTS THEREIN.
If you are interested in purchasing or obtaining a license to a Third-Party Product, you may submit an inquiry to Spotify using the form provided in the applicable Marketplace listing and Spotify will contact the relevant Third-Party Provider on your behalf. You may be required to provide certain information, including contact information, in connection with your inquiry and, by submitting such inquiry to Spotify, you agree that Spotify may share such information with the Third-Party Provider. All further communication regarding your potential transaction will take place solely between you and the relevant Third-Party Provider (and not Spotify) and any purchase of a license to any Third-Party Products will take place as directed by the relevant Third-Party Provider (and not on the Marketplace or any other Spotify platform).
The listings and descriptions of Third-Party Products on the Marketplace are deemed Third-Party Materials (as defined below) and are subject to the further limitations and restrictions set forth under the section Third-Party Materials; Links below.
4. Rules of Conduct. In connection with the Site (including the Marketplace), you must not:
- Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, Products or equipment (each, a "Virus").
- Use the Site for any purposes other than your internal business purposes, or for any purpose that is fraudulent or otherwise tortious or unlawful.
- Harvest or collect information about users of the Site.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the Site.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Spotify's express prior written consent.
- Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the Site.
- Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Spotify's express prior written consent.
- Systematically download and store Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Spotify's express prior written consent.
- Use the Site or any information, content or other materials hosted on the Site to train a machine learning or AI model or otherwise ingest such content into a machine learning or AI model.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.
5. Registration; Usernames and Passwords. You may need to register to use all or part of the Site. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential; you, and not Spotify, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your Site account.
6. Submissions. Site visitors may make available certain materials (each, a "Submission") through or in connection with the Site. Spotify has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.
7. License to Submissions. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions or other materials ("Feedback"), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Spotify under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
8. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Site, or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
9. Spotify's Proprietary Rights. The Site is the property of Spotify or Spotify's licensors. 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 or its licensors. These Terms do not grant you any rights to use any Spotify Brand Features whether for commercial or non-commercial use.
10. Third-Party Materials; Links. Certain Site functionality (such as the Marketplace) may make available access to information, products, services and other materials made available by third parties, including Submissions ("Third-Party Materials"), or allow for the routing or transmission of such Third-Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials.
We neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms shall be deemed to be a representation or warranty by Spotify with respect to any Third-Party Materials. We have no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third-Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS).
11. DISCLAIMER OF WARRANTIES. IN ADDITION TO THE OTHER DISCLAIMERS MADE HEREIN AND EXCEPT AS OTHERWISE SET FORTH IN AN APPLICABLE AGREEMENT BETWEEN YOU AND SPOTIFY WITH RESPECT TO A SPOTIFY PRODUCT OR BETWEEN YOU AND THE RELEVANT THIRD-PARTY PROVIDER WITH RESPECT TO A THIRD-PARTY PRODUCT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SITE (INCLUDING THE MARKETPLACE) AND ANY PRODUCTS AND THIRD-PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN "AS IS," "WHERE IS" AND "WHERE AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) SPOTIFY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY PRODUCTS AND THIRD-PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF BOTH SPOTIFY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE "AFFILIATED ENTITIES"), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at firstname.lastname@example.org with a description of such alteration and its location on the Site.
12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW (A) SPOTIFY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, SPOTIFY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY PRODUCTS OR THIRD-PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY PRODUCTS OR THIRD-PARTY MATERIALS IS TO STOP USING THE SITE; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF SPOTIFY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE FIVE HUNDRED U.S. DOLLARS ($500.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF BOTH SPOTIFY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
13. Termination of Site Access. Spotify may terminate or suspend your access to and use of the Site (in whole or in part, including with respect to the Marketplace) at any time and without prior notice, including if Spotify believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to access or use the Site will immediately cease, and Spotify may, without liability to you or any third party, immediately deactivate or delete your user name, password and account (as applicable), and all associated materials, without any obligation to provide any further access to such materials. Sections 2-18 shall survive any expiration or termination of these Terms.
14. Governing Law; Jurisdiction; Venue.
- If these Terms are between you and Spotify USA Inc., then these Terms and any dispute, claim, and/or controversy that in any way relates to or arises in connection with these terms or the Site (including the Marketplace) ("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 jurisdiction of the federal and state courts located in New York County, New York, to resolve any Dispute that relates to or arises in connection with these Terms or the Site that is not subject to mandatory arbitration under the Arbitration Agreement, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
- If these Terms are between you and Spotify AB, then these Terms and any Disputes are 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.
15. Arbitration Agreement.
- 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 15 (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.
- 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 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.
- 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.
- 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.
- 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 of Section 4 (Rules of Conduct)
16. Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to email@example.com. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
17. Copyright Infringement Claims. Spotify respects the rights of intellectual property owners. If you believe that any content infringes your copyright rights, please see the Spotify Copyright Policy. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
- Independent Contractors. You and Spotify are independent contractors and there is no joint venture, partnership, agency, or fiduciary relationship existing between you and Spotify, and you and Spotify do not intend to create any such relationship under these Terms. This is not an exclusive agreement. These Terms do not create an obligation of either party to enter into any other contract, subcontract or other business relationship.
- Assignment. Spotify may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.
- Compliance with Laws. You are responsible for complying with all applicable laws, regulations and rules, including any applicable export controls and sanctions.
- Entire Agreement. These Terms and any other applicable Spotify terms and conditions constitute all the terms and conditions agreed upon between you and Spotify and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
- Severability. Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law. Any failure by Spotify or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive Spotify's or the applicable third-party beneficiary's right to do so.
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