BOSE SOUNDTOUCH DEVELOPER LICENSE AGREEMENT
This SoundTouch Developer License Agreement (“License Agreement”) is a binding agreement between Bose Corporation, a Delaware corporation with its principal place of business at 100 The Mountain Road, Framingham, Massachusetts 01701, on behalf of and for the benefit of itself and its Affiliates (“Bose”), and you (as the “Licensee”) (each, a “Party” and collectively the “Parties”). This License Agreement applies to your use of the Application Programming Interface (collectively, the “API”, as more particularly defined in Section 1.2 below). By using the API, you agree to be bound by the terms and conditions of this License Agreement. If you do not agree with and accept the terms and conditions of this License Agreement, you may not use the API. If you are accepting this License Agreement on behalf of an entity or organization, you represent and warrant that you have appropriate authority to enter into this License Agreement on behalf of such entity or organization, and references to Licensee shall include and refer to such entity or organization.
- Definitions. Capitalized terms used herein but not defined in their initial context have the meanings set forth below
- “Affiliate” of a Party means an entity controlling, controlled by or under common control with such Party.
- “API” means the Application Programming Interface(s) documented at developer.bose.com to enable interoperability between Compatible Bose Products and an Application which is executed on computers, smart phones or other electronic devices to control Compatible Bose Products.
- “Application” means one or more software applications developed by or on behalf of Licensee to interface with and interoperate with Compatible Bose Products through the API.
- “Compatible Bose Products” means any Bose SoundTouch® electronic audio productsmanufactured by or on behalf of Bose that is designed for use with the API.
- “Documentation” means any specifications, reference designs or other documentation made available by Bose in connection with the API at developer.bose.com.
- “Intellectual Property” means (a) trade secrets, know-how, and confidential information of any nature; (b) copyrights, works of authorship and derivative works; (c) patents, ideas, inventions and improvements, (d) trademarks, trade dress, service marks, and logos; (d) mask works; (e) governmental applications or registrations for any of the foregoing items; (f) any other form of rights or property now or hereafter recognized as intellectual property rights or intellectual property under the laws of any governmental jurisdiction; and (g) any tangible instances or copies of any of the foregoing items.
- “License Products” means any tangible physical device manufactured by or on behalf of Licensee that is designed to run an Application or interoperate with an Application.
- Grant of License. Subject to the terms and restrictions set forth in this License Agreement, Bose grants to Licensee a limited, world-wide, royalty-free, revocable, non-assignable, non-exclusive and non-sublicensable license to use and distribute the API for the sole purpose of developing Applications to interface with and interoperate with Compatible Bose Products.
- End-User License Agreements. Licensee may distribute Applications under the end-user licensing terms and conditions of Licensee’s choice (“EULA”), provided the EULA satisfies at a minimum t conditions set forth in Section 6 and Schedule 3 hereto. Licensee hereby acknowledges that the EULA for each of the Applications is solely between Licensee and the end-user and conforms to applicable law, and Bose shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by Licensee or any end-user of any of the terms and conditions of any EULA.
- Ownership; Restrictions on Use.
- As between Bose and Licensee, the API and all rights therein are and shall remain the sole and exclusive property of Bose or its licensors. Licensee further agrees not to use or attempt to use the API in violation or contravention of any applicable law, regulation or governmental order in any applicable jurisdiction where the Application is distributed or used.
- Licensee will only use the API for Licensee’s own activities related to Licensee’s use and distribution of Applications for Compatible Bose Products. Licensee will not utilize a third party's Bose developer account to access the API, use the API to publish or distribute apps on behalf of a third party through a developer tool or service, or share Licensee’s own developer account to allow a third party to access the API on Licensee’s behalf. Licensee agrees to use only the API license keys provided to it by Bose and to refrain from sharing those license keys with any third parties or otherwise allowing third parties to access user those license keys. (For the avoidance of doubt, the foregoing prohibition does not restrict or otherwise apply to the normal use of Applications by end-user customers or distributees of Licensee.)
- Bose may enforce limits on your use of the API (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. Licensee agrees to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Bose’s express consent (and Bose may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the Bose API team for further information at firstname.lastname@example.org.
- A violation of this Section 4 may result in suspension, termination of access to the API, Licensee’s developer account, and/or suspension or termination of third-party apps created, uploaded, published, distributed or updated in violation of this provision.
- Rights in Application; No Liability.
- Bose agrees that it obtains no right, title or interest from Licensee under this License Agreement in or to any Application if considered exclusively of the incorporated API itself.
- Licensee agrees that it is solely responsible for (and that Bose has no responsibility to Licensee or to any third party for) any data, content, or resources that Licensee creates, transmits or displays through Licensee’s Application or any Compatible Bose Product, and for the consequences of Licensee’s actions (including any loss or damage which Bose or any third party may suffer) by doing so.
- Licensee agrees that, as between it and Bose, Licensee it is solely responsible for (and that Bose has no responsibility to Licensee or to any third party for) all technical support of Applications for end users.
- Licensee agrees that Licensee it is solely responsible for (and that Bose has no responsibility to Licensee or to any third party for) any breach of Licensee’s obligations under this License Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Bose or any third party may suffer) of any such breach.
- User Data and Privacy.
- Except to the extent necessary to allow end-users to access and use Licensee's Applications with the Bose Compatible Products in the manner permitted by this Agreement, Licensee will not collect, store, process or use for any purpose any information, including without limitation music or audio content or meta-data, pertaining to any end-users' use of the Compatible Bose Product if that use occurs outside the scope of an end-user's use of Licensee's Application. This prohibition applies without limitation to information that such end-users use (or have used) the Compatible Bose Products, or have used Bose or other third-party applications or services (e.g. Spotify, Pandora, etc.) in connection with Compatible Bose Products, and specifically includes without limitation end-users’ usage or listening history on Bose or other third party applications or services, or that the end-users are customers of Bose or any other third party service provider. To the extent Licensee becomes aware of any such proscribed information, whether through use of the API, Licensee's Application, or otherwise, Licensee will not itself use any such proscribed information nor disclose it to any third party or otherwise permit third party use of such proscribed information.
- Term; Termination.
- Term. This License Agreement is effective upon Licensee’s first use of the API and shall continue in effect until terminated as set forth herein. Bose may terminate or suspend this License Agreement effective immediately on written notice:
- if Licensee materially breaches any term of this Agreement and such breach is not cured within 30 days after becoming aware of or receiving notice of such breach;
- if any Licensee Application is deemed to infringe any rights in intellectual property held by Bose or by any third parties;
- if Licensee breaches any obligation under Section 6 of this License Agreement;
- Licensee engages in any action which disparages Bose or any of its Affiliates or otherwise devalues the name, logos, trademarks, goodwill, or reputation of Bose or any of its Affiliates; or
- Licensee brings or threatens to bring any claim of infringement of rights in Intellectual Property against Bose or any of its Affiliates (including any cross-claim or counterclaim); or
- if Licensee engages, or encourages others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement, including, but not limited to: actions or attempts to compromise or destroy the security, data integrity or operation of Bose software, systems, network servers or end-user products, any acts or omissions constituting infringement of third party rights, including but not limited to any rights in intellectual property and rights of publicity or privacy, or the making of threats or incitement of violence, or the distribution of spam or any pornographic or obscene content; or
- If License or any of its Applications engage in disproportionate use of networking or server or other infrastructure provided by Bose or any third parties.
- Term. This License Agreement is effective upon Licensee’s first use of the API and shall continue in effect until terminated as set forth herein. Bose may terminate or suspend this License Agreement effective immediately on written notice:
Licensee may also terminate this License Agreement by removing all API from Licensee’s Application(s) and deleting or otherwise destroying any API in Licensee’s possession or under Licensee’s control. Licensee does not need to specifically inform Bose if Licensee terminates this License Agreement in this manner.
In addition, Bose may terminate this License Agreement at any time, at its sole discretion, for any reason, on 60 days written notice. Bose reserves the right to effectuate any termination of this License Agreement by means of revocation of authorization keys or other technical security measures.
- Effects of Termination. If this License Agreement is terminated by Bose for convenience, Licensee shall have a period of twelve (12) months following the effective date of termination in which to use the API to complete work-in-process for Applications and sell-down or distribute existing inventory of Applications. If this License Agreement is terminated by Bose for any reason other than convenience, Licensee shall have a period of thirty (30) days following the effective date of termination in which to use the API to complete work-in-process for Applications and sell-down or distribute existing inventory of Applications. If this License Agreement is terminated by License, Bose shall have a period of twelve (12) months following the effective date of termination in which to use the Licensee Marks to sell-down existing inventory of Compatible Bose Products.
- WARRANTIES; DISCLAIMER.
- Licensee represents and warrants to Bose that (a) Licensee has full right and authority to develop and distribute the Applications, including any necessary third party licenses or consents; (b) the Applications shall not infringe any rights in intellectual property or any other proprietary rights held by any third parties; (c) Licensee’s development, use and distribution of the Applications shall comply with any applicable law or regulation in the jurisdictions where such Applications are used or distributed (including any laws regarding data protection or privacy, and the export of data or software to and from the United States or other relevant countries); (d) if Licensee uses the API to develop Applications for general public users, Licensee will protect the privacy and legal rights of those users; (e) if general public users provide Licensee with user names, passwords, or other login information or personal information, Licensee will make the users aware that the information will be available to the Application, and Licensee will provide legally adequate privacy notice and protection for those users; (f) if Licensee’s Application stores personal or sensitive information provided by users, it will do so securely; and (g) Licensee will not engage in any activity with the API, including the development or distribution of an Application, that involves data-mining conducted on Compatible Bose Products or the services or products of Bose’s third party licensors and suppliers, or otherwise interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Bose, its licensors and suppliers, or any telecommunications carrier.
- THE API IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND BOSE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAW. LICENSEE’S USE OF THE API IS AT LICENSEE’S SOLE DISCRETION AND RISK, AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY SYSTEM OR DEVICE WHICH MAY ARISE FROM SUCH USE. BOSE MAKES NO WARRANTY OR GUARANTEE THAT LICENSEE’S USE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, OR THAT ANY ERRORS IN THE API WILL BE CORRECTED.
- Indemnity. Licensee agrees that Bose will have no liability whatsoever for any use or distribution Licensee or its distributors and resellers make of the API. Licensee agrees to defend, indemnify and hold harmless Bose, its Affiliates and each of their respective officers, directors, employees, agents, advertisers, licensors and partners from and against any and all claims, suits, losses, damages (actual or consequential), liabilities, costs, fees and expenses (including reasonable attorneys' fees) arising directly or indirectly out of or otherwise related to any claims that: (a) any Applications or any Licensee Products, considered exclusively of the API, infringe any third party rights in Intellectual Property, (b) allege personal injury or damages to real or personal property arising directly or indirectly from the use of any Applications or any Licensee Products, considered exclusively of the API, and (c) use of any Applications or Licensee Products by Licensee, its suppliers, distributors, or resellers in violation of any applicable law or governmental regulation or order.
- LIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), CONTRACT, WARRANTY, OR OTHERWISE, WILL BOSE OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, THE USE OF THE API, ANY APPLICATIONS OR LICENSEE PRODUCTS, OR BOSE COMPATIBLE PRODUCTS OR ANY INABILITY TO USE THE ANY OF THE FOREGOING, (INCLUDING WITHOUT LIMITATION LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PROFITS OR DATA, FAILURE OR MALFUNCTION OF ANY COMPUTER OR ELECTRONIC SYSTEM, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF BOSE OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING LIMITATION IS NOT ENFORCEABLE WITHIN ANY APPLICABLE JURISDICTION, IN NO EVENT SHALL BOSE'S TOTAL LIABLITY TO LICENSEE UNDER THIS AGREEMENT FOR ANY DAMAGES EXCEED THE GREATER OF (A) THE AMOUNT LICENSEE PAID BOSE IN CONNECTION WITH THIS AGREEMENT AND (B) THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY GRANTED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the limitation or exclusion of incidental or consequential damages, and where applicable the above limitations or exclusions shall apply to the maximum extent permitted by applicable law.
- Updates and Modifications
- To the API. Bose may, at its sole discretion, update or modify the API; however, Licensee understands and acknowledges that this License Agreement does not create any obligation on the part of Bose to update or modify the API or to provide Licensee with any support or maintenance of the API. Licensee further understands that updates or modifications to the API may: (a) remove or restrict previously existing functionality; and/or (b) require Licensee to update or modify its Application.
- To this License Agreement. Bose may, at its sole discretion, make changes to this License Agreement. In the event of any such changes, Licensee will be responsible for reviewing the modified License Agreement, which will be effective upon first posting by Bose to https://developer.bose.com/license-agreement or upon notification to Licensee, and use of the API by Licensee following any such notification constitutes Licensee's acceptance of the License Agreement as modified.
- Publicity. You may state in the documentation for your Application or in any press releases or publicity for your Application that your Application was developed using the API provided by Bose. You may also use the trademarked names of Bose and its products or services in plain text in order to factually reference their compatibility with your Application, e.g. “Bose® Corporation” or “Licensee’s Application for the SoundTouch® product”. Any such use shall not be misleading, defamatory, or state or imply endorsement of your Application or any entity, product or service by Bose, and shall only use as much of Bose trademarks as is necessary to identify Bose or its products or services. Except to the limited extent provided above, this License Agreement does not grant to you any rights to use the names, logos, or trademarks of Bose or any of its Affiliates.
- Disclaimers and Notices. In any distribution of the Application, Licensee will retain and reproduce in their entirety any disclaimers, copyright notices, or other proprietary notices, if any, provided with the API.
- Survival. The terms of Sections 1, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15 and 16 shall survive any termination of this License Agreement without limitation. Furthermore, if a provision of this License Agreement states or clearly implies that it should survive any termination of this Agreement for a specified period, then that provision shall survive to the extent of such specified period.
- Reservation of Rights. Licensee acknowledges that title in and ownership of the API, the Documentation, the Bose Marks, and any Compatible Bose Products, and all rights in intellectual property therein, shall remain at all times vested in Bose and its licensors. Licensee acknowledges that the API and any Compatible Bose Products contain valuable trade secrets and Confidential Information of Bose and is protected or protectable by domestic and international trade secret, copyright, and patent laws and other forms of proprietary rights. Licensee may use the API in accordance with its Documentation to create Applications, but Licensee agrees not to copy or otherwise reproduce, or to modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works of the API itself. Licensee agrees to reproduce (and not remove) on all copies of the API and its Documentation any patent, copyright, trademark, trade secret or other proprietary notices included by Bose. Licensee acknowledges and agrees that except for the rights expressly granted to Licensee under this License Agreement, all rights in and to the API and the Compatible Bose Products are expressly reserved by Bose. Notwithstanding anything in this Agreement to the contrary, no license or right is granted to Licensee by implication, estoppel or otherwise, except the licenses and rights expressly granted herein.
- Entire Agreement. This License Agreement constitutes the entire agreement between Bose and Licensee and supersedes any prior agreements relating to the subject matter hereof between Bose and Licensee.
- Assignment. This License Agreement and the rights and obligations hereunder may not be assigned or delegated by Licensee without the prior written consent of Bose, which may be withheld at the sole discretion of Bose.
- No Third-Party Beneficiaries. Bose’s Affiliates and its and their respective licensors shall be third party beneficiaries of this License Agreement. Other than as expressly set forth herein, no person or entity not a party to this License Agreement will be a third-party beneficiary of this License Agreement.
- Jurisdiction, Venue and Choice of Law. This Licensee Agreement will be governed by and construed according to the laws of the Commonwealth of Massachusetts, without reference to its conflict of laws provisions. The parties irrevocably agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in the City of Boston, Massachusetts.
- Waiver. The failure of Bose to exercise or enforce any right or provision of this License Agreement will not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by the party against whom the waiver may be asserted.
- Severability. If any provision of this License Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be removed from this License Agreement and the remaining provisions will remain in full force and effect to the fullest extent allowed by applicable law.
- Government Use. Licensee agrees that the API are a “Commercial Item”, consisting of “commercial computer software”, and “commercial computer software documentation” as those terms are defined in the Federal Acquisition Regulations and the Defense Federal Acquisition Regulations, as applicable. The API are being licensed to, and any use of the API by the U.S. Government shall be governed by the terms of this License Agreement.
- Equitable Remedies. Licensee acknowledges that Licensee's breach of the license or use restrictions in this Agreement may cause Bose irreparable harm. Thus, Licensee agrees that, in addition to any other rights or remedies available under applicable law, Bose shall have the right to immediate injunctive relief in the event of any such breach.
Minimum Terms for EULA
- Acknowledgement. Licensee and the end-user shall acknowledge that the EULA is concluded between Licensee and the end-user only, and not with Bose, and that Licensee, and not Bose, is solely responsible for the Application and the content thereof. Licensee’s EULA must state that Bose does not in any way endorse, approve of, or sponsor the Application.
- Scope of License. The license granted to the end-user for the Application shall be limited to a non-transferable license to use the Application on a Bose Product that the end-user owns or controls.
- Maintenance and Support. Licensee shall be solely responsible for providing any maintenance and support services with respect to the Application, as specified in the EULA, or as required under applicable law. Licensee and the end-user must acknowledge that Bose has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
- Warranty. Licensee shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. Bose shall have no warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensee’s sole responsibility.
- Product Claims. Licensee and the end-user shall acknowledge that Licensee, not Bose, is solely responsible for addressing any claims of the end-user or any third party relating to the Application or the end-user's possession and/or use of that Application, including, but not limited to (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- Intellectual Property Rights. Licensee and the end-user shall acknowledge that, in the event of any third party claim that the Application or the end-user's possession and use of that Application infringes that third party's intellectual property rights, Licensee, not Bose, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Developer Name and Address. Licensee shall state in the EULA Licensee’s name and address, and the contact information (telephone number; E-mail address) to which any end-user questions, complaints or claims with respect to the Application should be directed.
- Third Party Beneficiaries. Licensee and the end-user shall acknowledge and agree that Bose, Bose's affiliates, and its and their respective licensors are third party beneficiaries of the EULA (collectively, “Beneficiaries”). The EULA shall require that, upon the end-user's acceptance of the terms and conditions of the EULA, the Beneficiaries shall have the right (and will be deemed to have accepted the right) to enforce the EULA against the end-user as a third party beneficiary thereof.
Bose SoundTouch Developer License Agreement last revised: February 22, 2019
When reviewing our Developer Terms, please keep in mind these two principles:
- Our users are very important to us. Let’s work together to give them tools to access, discover, manage, and share music. While doing so, please respect their data and privacy settings.
- We respect rights holders, artists, and music. We work hard to make sure that all of the music on Spotify is fully licensed in order to monetize all content on our service. This respect manifests itself in what integrations we do (or don’t) support.
Section I: Acceptance of Terms
- Other Terms Incorporated. You should also read our Branding Guidelines (available here: https://developer.spotify.com/design/).
- Acceptance on Behalf of an Organization. If you are developing on behalf of an organization, you agree to these Developer Terms for that organization and promise that you have authority to bind that organization and its parents, subsidiaries, and sister companies to these Developer Terms. In that case, “you” and “your” will refer to that organization, its parents, subsidiaries, and sister companies.
- Language. In the event that these Developer Terms are translated into other languages and there is a discrepancy between versions in different languages, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.
- Independent Contractors. 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 II: Definitions
Before we go any further, we think it would be helpful to define a few key terms. Any defined terms not set out in this section will be clearly defined elsewhere in these Developer Terms.
- Approved Devices. “Approved Devices” means a device capable of displaying now playing metadata and performing transport control actions with respect to the Spotify Service developed by you and certified and approved by Bose.
- Spotify Content. “Spotify Content” means any content, data, information or material made available through the Spotify Service, by Spotify or by Bose with respect to the Spotify Service. This includes, among other things, sound recordings, album artwork, artist biographies, metadata, playlists, and user data.
- Spotify Marks. “Spotify Marks” means all trademarks, service marks, logos, brand names, or trade names used to identify Spotify and its products or services.
- Spotify Service. “Spotify Service” means the service, websites, software applications, and offers provided by Spotify or by Bose but with respect to the Spotify Service (including, without limitation, the Spotify experience on Bose devices).
Section III: Licenses and Permissions
- License to Developer. Subject to and conditional upon your compliance at all times with these Developer Terms, Spotify grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term (defined in the “Term, Termination and Survival” Section) to the following:
- Approved Device. Use Spotify Content strictly to the extent required to develop and distribute an Approved Device solution that complies with the Branding Guidelines for use with the Spotify Service on the Bose platform.
- Spotify Marks. Use any of the Spotify Marks found in the Spotify Branding Guidelines solely to promote your use, and the results of your use, of the Spotify Platform in accordance with these Developer Terms, applicable law, and the Spotify Branding Guidelines. You agree that except for the limited license above, these Developer Terms do not grant you any rights to the Spotify Marks and that all goodwill generated through your use of such marks is to the sole benefit of Spotify. If you use any Spotify Marks, you will at no time contest or aid in contesting the validity or ownership of those Spotify Marks or Spotify’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to the Spotify Marks.
- Limitation. Except as expressly granted in these Developer Terms, neither party grants the other party any intellectual property rights or other proprietary rights. As between you and Spotify, Spotify, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Spotify Platform (including its documentation and specifications), all Spotify websites, Spotify Content, Spotify Services, and any derivative works thereof.
Section IV: Restrictions
- General Restrictions. You agree that you will follow the restrictions set out below and will not encourage or facilitate others to violate these restrictions.
- Do not use the Spotify Platform in any manner that is not expressly authorized in this Agreement.
- Do not use Spotify Content for any purpose other than delivering your Approved Device solution.
- Do not misuse the Spotify Platform or any documentation in relation to the platform that you may get access to in connection with your development of the Approved Device, including (i) modifying, editing, disassembling, decompiling, reverse-engineering, or extracting source code from the Spotify Platform (including any client libraries), Spotify Service, or Spotify Content (except to the extent such restrictions are expressly prohibited by law); (ii) distributing or making copies of the Spotify Platform or making the Spotify Platform available to any person, except as expressly provided in the Developer Terms; or (iii) interfering, or attempting to interfere, with the proper functioning or performance of the Spotify Platform or Spotify Service.
- Do not use the Spotify Platform, Spotify Service or Spotify Content for any illegal or unauthorized purpose, including (i) failing to comply with applicable laws and regulations, including, without limitation, laws regarding personal data, privacy, copyright, and export controls; or (ii) misusing Spotify Intellectual Property (defined below) (such as using Spotify Marks as part of the name of your company or service).
- Do not use the Spotify Platform, Spotify Service or Spotify Content in any manner to compete with Spotify or to build products or services that compete with the Spotify Service, Spotify Content or any other Spotify product or service without our permission.
- Do not improperly access, alter or store the Spotify Service or Spotify Content, including (i) using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of the Spotify Service or Spotify Content (which includes playlist data) or collect information about Spotify users for any unauthorized purpose; (ii) making excessive service calls that are not strictly required for the proper functioning of your Approved Device solution; (iii) aggregating metadata, album artwork, audio, or other Spotify Content to create databases or any other compilation other than as strictly necessary to offer and operate your Approved Device solution; (iv) requesting, collecting, soliciting or otherwise obtaining access to sign-in names, passwords, or other authentication credentials for the Spotify Service, other than via the means specifically provided for by the Spotify Platform and as strictly necessary to offer and operate your Approved Device solution or as expressly authorized by a Spotify user.
- Do not transfer Spotify Content to unauthorized third parties, including (I) directly or indirectly transferring any data (including aggregate, anonymous or derivative data) received from Spotify to, or use such data in connection with, any ad network, ad exchange, data broker, or other advertising or monetization-related toolset, even if a user consents to such transfer or use; or (II) to another music service that competes with Spotify or the Spotify Service.
- Do not use any viruses, worms, Trojan horses, or any other harmful code that could affect the Spotify Platform, Spotify Service, or Spotify Content.
- Do not damage, disparage, or take other actions that would be detrimental to Spotify, the Spotify Service, Spotify Content, or Spotify’s content providers, corporate affiliates, and partners.
- Do not associate, imply, or otherwise suggest an endorsement, tie-in, co-branding, or promotion of any brand, service, website, product, or offering with or by (i) Spotify (except as allowed by the Branding Guidelines), or (ii) any Spotify Content, including any artist, record label, or sound recording.
- Do not use the Spotify Platform, Spotify Content, Spotify Service, or Spotify Marks in any way to promote or distribute an application, product, service, website, or other offering, including any Approved Device solution: (i) that is associated with, promotes, features, encourages, facilitates, or condones (a) illegal activity or the illegal or unauthorized use or sharing of audio and/or audiovisual content; (b) any illegal, defamatory, obscene, sexually explicit, malicious, or discriminatory content; (c) violence; (d) political positions or political candidates and/or religious causes; (e) the sale or advertisement of tobacco products, ammunition, firearms, and/or pornography; or (f) content that is deceptive or fraudulent; (ii) 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; (iii) 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; or (iv) that is used to harass, embarrass, harm, or improperly target any Spotify user or artist.
- Do not artificially increase play counts, follow counts or otherwise manipulate the Spotify Service (i) by using a script or automated process, (ii) by providing any form of compensation (financial or otherwise) to users, or (iii) by any other means.
- For the avoidance of doubt, you may not offer the metadata, cover art or any other Spotify Content for any separate sale or charge or standalone product.
- Do not use the Spotify Platform, Spotify Content, Spotify Service, or Spotify Marks in any way to create a voice-enabled Approved Device that enables a user to control with his or her voice, or any kind of voice assistant that provides voice-control functionality.
- Do not use the Spotify Platform, Spotify Content, Spotify Service, or Spotify Marks in any way to create ringtone, alarm or alert tone functionality in your Approved Device.
- Do not incorporate any functionality into your SDA which is able to detect the presence of the Spotify Application on a user’s device (so called “app sniffing”) without obtaining a user’s explicit permission.
- Spotify Content Restrictions. In addition to the foregoing, you must comply with the following restrictions related to Spotify Content.
- Editing, Modifying, and Altering. Except as set out in this paragraph or agreed upon by Spotify in writing, you shall not edit, modify, alter or create derivative works of Spotify Content in any way. You may, however, adjust the size of metadata or cover art as necessary for a use authorized under this Agreement.
- Misleading Use. You shall not mislead Spotify users as to the artist or user associated with any Spotify Content.
- Local Caching. Except as set out in this paragraph, you shall not locally cache any Spotify Content. Only when strictly necessary to enhance the performance of your Approved Device and its functionality, your Approved Device may locally cache metadata and cover art.
- Artist- or Label-Specific Use Prohibited. Your Approved Device shall not have a specific artist or artists or the content of a specific record label or rights holder as being preferred or favored.
- No Content Saving Functionality. Your Approved Device shall not provide any functionality that would enable users to download or save Spotify Content. For example, your Approved Device shall not allow users to “rip” any songs or download cover art.
- Integration with Third Party Services. You shall not create any product or service by integrating the Spotify Platform, Spotify Service, or Spotify Content with (i) any non-interactive internet webcasting service or (ii) with streams from another service.
- Synchronization. You may not synchronize any sound recordings accessed via the Spotify Platform with any visual media, including any advertising, film, television program, slideshow, video, or similar content.
- Spotify User data. For restrictions, please see Section V.
Section V: Users & Data
- You are not supposed to receive any Spotify user data or other Spotify data subject to privacy. Should you receive any such data in error, you acknowledge that you are not entitled to retain such data and undertake to destroy any such data and immediately notify Spotify.
- You agree not to circumvent any privacy features (e.g., opt outs) offered by Spotify, you, or by third parties.
- You will not sell or purchase any Spotify Content, including data obtained from Spotify.
- You shall not email Spotify users unless you obtain their explicit consent or obtain their email address and permission through means other than Spotify.
- If we prohibit your use of the Spotify Platform or if either party terminates this agreement, you shall delete all Spotify Content (including user data, song metadata, etc.). If you violate these Developer Terms, we may require you to delete all Spotify Content.
Section VI: Representations and Warranties, Limitation of Liability, Indemnification, Disclaimers, Release
- Representations and Warranties. In addition to any other representations, warranties and covenants made by you, you represent, warrant and covenant to Spotify that:
- You have the legal capacity to enter into these Developer Terms;
- Any and all information you provide to Spotify is and shall be true, accurate, complete and up to date;
- You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your Approved Device solution and perform your obligations hereunder;
- You own or have secured all rights necessary to copy, display, distribute, render, and publicly perform all content (other than Spotify Content) on or within your Approved Device solution;
- Your use of the Spotify Platform complies with all applicable laws and regulations, including without limitation, any right of privacy, publicity, copyright, trademark, patent, trade secret or contractual right; and
- Your use of the Spotify Platform 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.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPOTIFY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE 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 SERVICE, SPOTIFY CONTENT, OR THE SPOTIFY PLATFORM, INCLUDING ANY DAMAGES RESULTING THEREFROM, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SPOTIFY PLATFORM IS TO STOP USING THE SPOTIFY PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES REFERRED TO ABOVE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES). ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE THAT SPOTIFY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS ($500).
- INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD SPOTIFY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS HARMLESS FROM ANY CLAIM OR DEMAND (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES AND COSTS OF INVESTIGATION) MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF OR RELATED TO YOUR USE OF THE SPOTIFY PLATFORM, SPOTIFY SERVICE OR SPOTIFY CONTENT OR YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAWS, REGULATIONS, OR THIRD PARTY RIGHTS.
- ANY USE OF THE SPOTIFY PLATFORM IS AT YOUR OWN RISK. THE SPOTIFY PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE IS NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE SPOTIFY PLATFORM, SPOTIFY SERVICE OR SPOTIFY CONTENT, INCLUDING ANY WARRANTY 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 IN THIS REGARD.
- SPOTIFY EXPRESSLY DISCLAIMS ANY WARRANTY THAT: (I) THE SPOTIFY PLATFORM, SPOTIFY SERVICE OR SPOTIFY CONTENT WILL MEET ALL OF YOUR REQUIREMENTS; (II) THE OPERATION OF THE SPOTIFY PLATFORM, THE SPOTIFY SERVICE OR THE SPOTIFY CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) THE SPOTIFY PLATFORM, SPOTIFY SERVICE OR SPOTIFY CONTENT WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR CONSISTENT WITH YOUR EXPECTATIONS.
- Further, Spotify has no obligation to provide you or any users of your Approved Device with support, software upgrades, enhancements, or modifications to the Spotify Platform or Spotify Service. You are solely responsible for providing user support and any other technical assistance to your users.
- Release. You agree that any claim arising out of or related to the Spotify Platform, Spotify Service or Spotify Content or otherwise arising out of the Developer Terms must be brought within one year after the claim accrues. Otherwise such claim is permanently barred. In addition, if you have a dispute with one or more third parties (for example, Spotify users or account holders) in connection with the Spotify Platform, Spotify Service or Spotify Content, you release Spotify and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments and claims arising out of or in any way connected with such disputes. To the extent that California Civil Code 1542 is applicable to you, you waive California Civil Code 1542 with respect to the foregoing claims described in this paragraph: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor.”
Section VII: Other Legal Terms
- Entire Agreement. These Developer Terms constitute the entire agreement between you and Spotify with respect to your use of Spotify Content and Spotify Platform and supersede any prior agreements, whether oral or written, concerning the subject matter of these Developer Terms.
- Changes to the Agreement. We may revise these Developer Terms from time to time and the most current version will always be posted on our website, so please check it regularly. If a revision is material we will notify you. By continuing to access or use Spotify Content or Spotify Platform after revisions become effective, you agree to be bound by the revised Developer Terms. If you do not agree to the new terms, you must terminate this Agreement, stop using the Spotify Platform, delete all Spotify Content and cease all operation, promotion, distribution and support of all your products and services that rely on the Spotify Platform.
- Non-exclusive Agreement and Competition.
- These Developer Terms are a non-exclusive agreement. Please understand that Spotify and/or other third parties (including other developers) may be developing and may develop products and services that may be similar to or competitive with your Approved Device solution or other products or services provided by you. Nothing in these Developer Terms shall in any way restrict or preclude Spotify and/or such third parties from creating and fully exploiting such products, services or other business activities without any obligation to you.
- If you provide Spotify with any feedback (including suggestions, comments, improvements, ideas, etc.), you assign all right, title and interest in and to such feedback to Spotify and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation.
- Export. You shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the Spotify Platform.
- Assignment. 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 may assign, delegate or novate this Agreement or any part thereof to any third party without restrictions.
- Third Parties. Each corporate affiliate of Spotify shall be a third-party beneficiary to these Developer Terms, and such corporate affiliates shall be entitled to directly enforce, and rely upon, any provision of these Developer Terms which confers a benefit on them (including the right to enforce your end user license agreement). Other than the preceding sentence, nothing in this Agreement shall create any third-party beneficiaries, or confer any rights in any third parties.
- Intellectual Property.
- Spotify respects intellectual property rights, and expects you to do the same. The Spotify Platform, Spotify Service, Spotify Content and any Spotify Marks (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 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 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.
- 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 these Developer Terms. 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 than your own confidential information.
- 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 Platform at any time.
- Term, Termination and Survival.
- This Agreement begins on either (i) the date you demonstrate your acceptance of the Developer Terms or (ii) when you first use the Spotify Platform, and shall continue until terminated (the “Term”) as permitted under these Developer Terms.
- Compliance with the provisions of these Developer Terms is very important. Any licenses contained in these Developer Terms will terminate automatically and without notice if you fail to comply with them.
- We reserve the right to modify, suspend or discontinue the Spotify Platform and/or the Spotify Service, or to terminate your ability to use the Spotify Platform, at any time prior to or after your development of an Approved Device, website, product or service, without notice, for any reason or for no reason, without any liability to you or your users.
- Spotify may terminate these Developer Terms by notice to you of termination or by terminating your ability to use the Spotify Platform. You may terminate these Developer Terms by ceasing all use of the Spotify Platform and notifying Spotify.
- Upon any termination or notice of any discontinuance, you must immediately cease and desist from using the Spotify Platform and delete all Spotify Content obtained through use of the Spotify Platform (including, without limitation, from your servers).
- Sections III.2, III.4, V, VI, VII.3, VII.5, VII.6, VII.7, VII.8, VII.11, VII.12, and VIII of these Developer Terms (or any section necessary to interpret such clauses) shall survive any termination or expiration of these Developer Terms and will continue to bind you.
- Severability. Should for any reason, or to any extent, any provision of these Developer Terms be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of these Developer Terms and the application of that provision shall be enforced to the extent permitted by law.
- Governing Law and Venue. 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, except to the extent California law is preempted by United States Federal Law, including the Federal Arbitration Act.
- 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.
To the extent either of Sections VII.12.a. or VII.12.b. is not enforceable, the controlling law and exclusive jurisdiction of this Agreement shall be those of Sweden, unless the choice of Swedish law or Swedish jurisdiction would itself be unenforceable.
- No Waiver. The failure or delay by Spotify to exercise or enforce any right or provision of these Developer Terms or rights under applicable law shall not constitute a waiver of any such provisions or rights.
Section VIII: Disputes
- CLASS ACTION WAIVER. YOU AND SPOTIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. 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.
- Arbitration. If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section IX.2. is enforceable, the following mandatory arbitration provisions apply to you:
- Dispute Resolution and Arbitration. You and Spotify agree that any dispute, claim, or controversy between you and Spotify arising in connection with or relating in any way to these Developer Terms or to your relationship with Spotify as a user of the Spotify Platform (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Developer Terms) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Developer Terms.
- Exceptions. Notwithstanding clause (a) above, you and Spotify both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (i) bring an individual action in a U.S. small claims court; (ii) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
- Arbitration Rules. Either you or we may start arbitration proceedings.If you are located in, are based in, have offices in, or do business in the United States, any arbitration between you and Spotify will be finally settled under the Commercial Dispute Resolution Procedures of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by these Developer Terms. You and Spotify agree that these Agreements affect interstate commerce, so the U.S. Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at www.adr.org, or you may call the AAA at 1-800-778-7879. Spotify can also help put you in touch with the AAA.Any arbitration hearings will take place at a location to be agreed upon in San Francisco, California or New York, New York, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.The AAA fees will be set by the AAA according to its fee schedules. You and Spotify will share the AAA fees equally, unless otherwise reallocated by the arbitrator. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Spotify for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Spotify will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Developer Terms, and will be administered by the International Court of Arbitration of the ICC.Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of the State of California, United States, without regard to choice or conflicts of law principles.
- Time for Filing. 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 limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Spotify’s address for Notice is: Spotify AB, Attn: General Counsel, 45 W. 18th Street, 7th Floor, New York, New York 10011, USA. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Spotify may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Spotify shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Spotify shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by Spotify in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall 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 arbitrator’s decision and 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. Except as required to enforce the arbitrator’s decision and award, neither you nor Spotify shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
- Modifications. In the event that Spotify makes any future change to this arbitration provision (other than a change to Spotify’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Spotify’s address for Notice, in which case your license under this Agreement shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
- Enforceability. If the class action waiver at Section IX.1. is found to be unenforceable in arbitration or if the entirety of this Section IX.2. is found to be unenforceable, then the entirety of this Section IX.2. shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section VIII.12. shall govern any action arising out of or related to these Developer Terms.