1. Spotify Advertising Program Terms and Conditions

These Advertising Program Terms and Conditions (“Terms”) are entered into between the person, organization, or entity accepting these Terms (“Advertiser”) and Spotify AB or its applicable affiliate (collectively, “Spotify”) entering into the applicable insertion order hereunder (each, an “IO”) for advertising products, services, and programs offered by Spotify (“Programs”). These Terms, together with any applicable terms and conditions set forth in the relevant IO, such as any additional terms and conditions applicable to a Program (“Program Terms”), shall be considered the “Agreement.”

1. PARTICIPATION IN PROGRAMS. Advertiser authorizes Spotify to distribute advertisements and related technology (“Ad(s)”) via websites, applications, and other interactive properties that Spotify owns, operates, hosts, or displays Ads on (“Properties”) pursuant to one or more IOs. Each IO shall specify the (i) names of the parties to the Agreement; (ii) the types and quantity of inventory and other Programs being purchased or delivered; (iii) the rates to be paid; (iv) the campaign start date(s) and end date(s); (v) the targeting criteria selected; (vi) the Properties where the Ads will be distributed; (vii) any applicable Program Terms; and (viii) any other information that the parties deem necessary for inclusion in the IO or to participate in an applicable Program.

2. AGENCIES AND OTHER REPRESENTATIVES. If the party accepting the Agreement is an agency or other entity representing or acting on behalf of an Advertiser (“Agency”), it agrees that (a) it is an authorized representative of Advertiser and it is authorized to enter into the Agreement and bind the Advertiser to all commitments in this Agreement; and (b) it shall be liable for Advertiser’s responsibilities and obligations under this Agreement.

3. POLICIES. Advertiser will comply with any applicable Program policies and/or specifications referenced in an IO or posted online on Spotify.com. These specifications and/or policies may include Spotify’s Ad Specs located here, Spotify's Microsite Program Policy located here, and Spotify's Editorial Policies located here (“Policies”). Spotify may offer Programs to Advertiser that are in a “test,” “experimental,” or “beta” mode (“Test Programs”). By choosing to participate in a Test Program, Advertiser agrees and acknowledges that: (a) all such Test Programs are Confidential Information under Section 13; and (b) Spotify will not be obligated to provide support for such Test Programs. Spotify may modify, suspend, or make available new Programs and/or Policies from time to time. Spotify may suspend or cancel any IO for failure to comply with applicable Program Policies.

4. AD MATERIALS. Unless otherwise noted on the IO, Advertiser shall provide or approve all materials for Ads, including without limitation artwork, audio content, audiovisual materials, copy, active URLs, data, and scheduling instructions (“Ad Materials”) in accordance with Spotify’s specifications or Policies. Spotify may reject Ad Materials in its reasonable discretion, including but not limited to for unsatisfactory technical quality, objectionable or unlawful content, incorrect price or other incorrect or inaccurate information, or if the Ad Materials violate any of Spotify’s Policies or applicable laws, rules, regulations, or applicable self-regulatory codes of conduct (“Laws”). Upon Advertiser’s request Spotify may engage an approved third party production vendor (“Production Vendor”) on Advertiser’s behalf to create Ad Materials or provide other production services for Advertiser. Advertiser agrees to review and approve any Ad Materials created by such Production Vendors and all costs related thereto (“Production Costs”), and reimburse Spotify for all such Ad Materials or other deliverables provided by Production Vendors. Unless otherwise agreed, all Ad Materials are the property of the Advertiser or its licensors, except that nothing in the foregoing shall transfer any ownership of Spotify Properties used with Ads or as part of any campaign.

5. AD SERVING. Spotify, in its sole discretion, may allow Advertiser to utilize a third party Ad Server (“3PAS”) to serve and/or track Ads. Spotify is under no continuing obligation to allow a 3PAS to serve and/or track Ads and may revoke or suspend its approval at any time. Unless otherwise agreed by Spotify and Advertiser in an IO, Spotify’s traffic and impression reporting statistics (“Spotify Measurements”) shall control over any 3PAS reporting statistics. Spotify may discontinue serving Ads if the total number of impressions for the specified flight period is reached prior to the end of the scheduled stop date or, as agreed upon by Spotify and Advertiser, extend the campaign. In the event that the Spotify Measurements are higher than the 3PAS measurements by more than 10%, the parties will facilitate a reasonable reconciliation effort, provided that Spotify Measurements shall be final. If there is a shortfall or other discrepancy in the delivery of impressions or other deliverables of more than 10% at the end of any specified campaign period, Spotify will provide, as Advertiser’s sole remedy, “make good” impressions through comparable placements, to be delivered no later than 60 days following the applicable scheduled display stop date.

6. BILLING AND PAYMENTS. Unless specified otherwise in an IO, Spotify shall bill Advertisers on a monthly basis. All payments for a Program shall be made no later than 30 days after the date Advertiser receives the applicable invoice. Advertiser is solely responsible for ensuring that the information provided for all billing information in the IO is accurate. Advertiser shall reimburse Spotify for any Production Costs set forth in an IO. All charges shall be based on Spotify Measurements and applicable billing metrics (e.g., clicks or impressions). Any charges are exclusive of taxes, and any dispute of an invoice must be raised within 30 days after the date the Advertiser receives Spotify’s invoice. Unless otherwise agreed by the parties, Agency and Advertiser are jointly and severally liable for all amounts owed and reasonable expenses (including legal fees and other costs) incurred by Spotify in collecting such amounts. Advertiser will pay all taxes and other government charges. Spotify may in its sole discretion extend, revise, or revoke credit at any time, and may require prepayment from an Advertiser.

7. CANCELLATION AND TERMINATION. (a) Unless specified otherwise in an IO, Spotify or Advertiser may cancel an IO as follows: (i) Upon 14 days’ prior written notice to the other party, provided that Advertiser will be liable for any fees incurred up until the effective date of termination for any Ads served. For clarity and by way of example, if Advertiser cancels an IO eight (8) days prior to the serving of the first impression, the Ad may still be served and Advertiser will be responsible for the first six (6) days of delivered impressions. (ii) Advertiser accepts that in the event of cancellation of an IO by Advertiser, it shall still be liable for any commitments in the IO accepted on a non-cancelable basis, such as incurred Production Costs or other non-cancelable costs. (b) Spotify reserves the right to immediately cancel an IO for any breach of this Agreement that Advertiser fails to cure within 7 days after receiving written notice thereof. Upon cancellation, all charges for any Ads served but not paid shall become immediately due and payable.

8. WARRANTIES. Each party warrants to the other that it will use reasonable skill and care in complying with its obligations under this Agreement. Advertiser represents and warrants that (i) the person signing the IO is duly authorized to execute the IO and to bind the Advertiser to the commitments set forth in this Agreement; (ii) it has the right to enter into this Agreement and to participate in the applicable Programs; (iii) it has all necessary licenses, rights, consents and clearances to use the content contained in Ads and to enable Spotify to display, publish, transmit, and distribute Ads on the Properties in accordance with the Agreement, including paying all applicable royalties, payments and fees (e.g. performing rights society fees); (iv) its Ads do not violate any Laws and are not otherwise defamatory, libelous, pornographic, or obscene; (v) neither it nor its Agency shall use or retain any data collected through the Programs, Properties, or interactive platforms or otherwise received from Spotify except as necessary for delivery (for clarification, the foregoing precludes, among other things, Advertiser from re-targeting or remarketing users on other websites); (vi) it will not provide Ads containing malware, spyware, or any other malicious code; (vi) it shall comply with all Laws in connection with this Agreement; and (viii) it shall display its privacy policy in a readily accessible and conspicuous location, and shall otherwise comply with its privacy policy in compliance with all applicable privacy and data protection Laws. As applicable, Agency warrants that it is authorized to act on behalf of and bind the Advertiser to the terms of any Programs, Policies, and this Agreement; otherwise, Agency will perform any obligation of an Advertiser as if it is bound to the applicable Programs, Policies, and this Agreement.

9. DISCLAIMERS. No conditions, warranties or other terms apply to this Agreement or to any goods or services supplied by Spotify under this Agreement unless expressly set out in this Agreement. To the fullest extent permitted by law, Spotify hereby disclaims any and all implied conditions or warranties, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or other warranties arising by usage of trade, course of dealings, or course of performance. Without limiting the foregoing, to the fullest extent permitted by law, Spotify specifically disclaims any conditions or warranties relating to the effectiveness of any programs, properties, or ads distributed pursuant to this Agreement.

10. INDEMNIFICATION. Advertiser shall indemnify, defend, and hold Spotify and Spotify group companies harmless from and against any and all third-party claims or liabilities arising out of or relating to (i) the Ads and the products and services they advertise, (ii) the Ad Materials, (iii) any creators of content or data provided by and/or authorized by Advertiser (including any Production Vendors); (iv) any 3PAS and/or research vendors used by Advertiser in connection with any Programs or this Agreement; (v) any breach by Advertiser of this Agreement, any Policies, or its representations or warranties. As applicable, Advertiser and Agency shall be jointly and severally liable for all indemnification obligations.

11. LIMITATION OF LIABILITY. Except for Advertiser’s liability under Section 10 or its breach of Sections 8 or 13, in no event shall either party or its affiliates be liable for any indirect, consequential, incidental, special, punitive, or other damages (including, without limitation, damages for loss of business profits, loss of business opportunity, loss of or corruption of data, loss or damage resulting from third party claims, business interruption, goodwill, or other pecuniary loss) arising out of this Agreement, and each party or its affiliates’ maximum aggregate liability arising out of or in connection with this Agreement, whether in contract or tort (including negligence), will in no circumstances exceed the amount already paid by Advertiser to Spotify pursuant to the Agreement in the six-month period prior to the event giving rise to the claim. Notwithstanding anything to the contrary, nothing in this section or this Agreement shall be construed to exclude or limit any liability of either party which cannot be excluded or limited under applicable law (such as for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation).

12. FORCE MAJEURE. Except for payment obligations, neither party shall be liable for failure or delay resulting from a condition beyond either party’s reasonable control, including without limitation acts of God, government, terrorism, natural disaster, labor conditions, and power failures.

13. CONFIDENTIAL INFORMATION. Spotify and Advertiser each agree to take commercially reasonable steps to protect all confidential information provided by one party to the other or obtained in the performance of this Agreement, including all information that Advertiser should reasonably understand is confidential because of legends or other markings or the circumstances of disclosure (“Confidential Information”). Spotify and Advertiser both agree to use the Confidential Information solely for the purposes of performance under this Agreement and shall only disclose this Agreement its employees, agencies, and other representatives on a strictly need-to-know basis. The receiving party may use or disclose information that is or becomes publicly available through no act of the receiving party, is already lawfully in its possession, is required to be disclosed by law, is independently developed by it, or is lawfully obtained from third parties.

14. MISCELLANEOUS. (a) Acceptance of these Terms and the relevant IO shall be made upon the earliest of: (i) where Advertiser indicates acceptance, including by signing the IO or approving the commencement of the campaign; or (ii) upon the serving or delivery of the first Ad impressions; or (iii) any other clear indication of its acceptance of the Agreement by Advertiser. (b) This Agreement, including the rights under it, may not be transferred or assigned by Advertiser without first obtaining Spotify’s written consent. (c) The failure to enforce any of the provisions herein shall not be construed as a waiver to enforce that or any other provision of this Agreement. Unenforceable provisions will be modified only to the extent necessary to make them enforceable, and remaining provisions will remain in full effect. (d) This Agreement and all disputes and claims arising out of or in connection with it shall be governed by and construed in accordance with New York law without regard to any conflict of law provisions therein. Any dispute, controversy or claim arising out of, or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be determined by the state and federal courts located in New York, New York without regard to any conflict of law provisions therein. (e) All notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). Any legal notices to Spotify should be sent to its Legal Department at legalnotice@spotify.com. (f) Nothing in this Agreement shall constitute a partnership or joint venture between the parties or constitute either Advertiser or Spotify as agent of the other for any purpose whatever. (g) This Agreement contains the entire agreement between the parties with respect to any Programs set out in any IO concluded hereunder, and supersedes and replaces any prior or contemporaneous written or oral agreements, and prevails over any other agreements, terms and conditions agreed or referred to by the parties, including but not limited to those contained on printed forms, purchase orders, sales acknowledgements or quotations, or online terms and conditions that are presented or provided by either Advertiser or Agency. No change or modification of any provisions of this Agreement shall be effective unless made in writing and signed by both parties. Any conflicts between an IO, any Program Terms, or these Terms, they shall be resolved in this order: (i) Program Terms (only as relates to matters covered under the Program Terms); (ii) Terms; and (iii) IO. (h) Advertiser acknowledges and agrees that any entity that distributes or resells advertisements by or for Spotify shall be a third party beneficiary of this Agreement and entitled to enforce rights granted to Spotify hereunder directly against Advertiser. (i) Sections 6-13, and 14(b)-(i) of these Terms shall survive any termination or expiration of the Agreement.

(Last updated: March 10, 2017)

2. Spotify Ad Studio Program Terms and Conditions - BETA

If Advertiser’s principal place of business is located in the United States, participation in the Spotify Ad Studio Program (“Ad Studio”) shall be governed by the Spotify Advertising Program Terms and Conditions (“Terms”) and these Spotify Ad Studio Program Terms and Conditions - BETA (“Ad Studio Program Terms”) (collectively, the “Agreement”). By using the Ad Studio, or accessing any content or material that is made available by Spotify through the Ad Studio (the “Ad Studio Content”), Advertiser is entering into a binding contract with Spotify. Any capitalized terms not defined herein will have the meaning set forth in the Terms.

The Agreement covers important information about Ad Studio, including an agreement to resolve any disputes that may arise between Advertiser and Spotify by arbitration on an individual basis instead of by class actions or jury trials.

1. AD STUDIO CAMPAIGN. Advertiser will provide Ad Materials to Spotify to create an Ad via the Ad Studio in accordance with the Policies. Advertiser is responsible for all Ad Materials, and for setting various parameters (e.g. targeting, budget, flight dates) for the order, each subject to the limits set by Spotify. Spotify reserves the right, in its sole discretion, to reject or remove any Ad for any reason. If Spotify approves the Ad, then Advertiser’s campaign will deliver impressions starting upon the beginning date that Advertiser specifies, subject to inventory availability. Advertiser’s campaign will end and stop delivering impressions upon the earlier of (i) the date that Advertiser’s budget for the campaign has been reached, or (ii) the specified end date. Spotify does not guarantee the performance of Ads or the Properties, or that Ads will reach the audience targeted. Spotify runs systems that attempt to detect fraudulent activity but Spotify is not responsible for such fraudulent activity or any technological issues that may affect the cost or performance of Ads.

2. ADD-ON SERVICES. Spotify may make additional services and functionality available to Advertiser via the Ad Studio (“Add-On Services”). Upon Advertiser’s request Spotify may engage a third party vendor (“Third Party Vendor”) on Advertiser’s behalf to create Ad Materials or provide other services for Advertiser. Advertiser agrees to review and approve any Ad Materials created by such Third Party Vendors. Unless otherwise agreed, all Ad Materials created by Third Party Vendors are the property of Spotify. If Spotify requires Advertiser to reimburse Spotify for costs related to Third Party Vendors (“Third Party Vendor Costs”), then Advertiser agrees to review and approve such costs. Advertiser accepts that in the event of cancellation of a campaign by Advertiser, it may still be liable for any commitments accepted via the Ad Studio on a non-cancelable basis, such as incurred Third Party Vendor Costs or other non-cancelable costs.

3. CHARGES, PAYMENT AND TAXES.

i. Charges. At the end of and/or throughout the Advertiser’s campaign, Advertiser will be charged for delivered impressions. The charge for each campaign will be less than or equal to Advertiser’s budget for such campaign. Advertiser will only be charged for the impressions that are delivered. All charges are based on Spotify's traffic and impression reporting statistics and applicable billing metrics. Advertiser will pay Spotify for all charges and costs it incurs in connection with the Ad Studio in the currency designated by Spotify. Advertiser agrees that any funds that have been paid by Advertiser with respect to the Ad Studio are nonrefundable and belong to Spotify.

ii. Payment. In order to purchase Ads on the Ad Studio, Advertiser must provide payment information for a form of payment that is currently available on the Ad Studio. Advertiser promises that any payment information that Advertiser submits to Spotify is true, accurate and complete, and Advertiser agrees to keep it that way at all times.

iii. Payment Card. If Advertiser pays with a credit or other payment card, it will be required to provide Spotify or its third-party payment processor with a valid payment card number and associated payment information that Advertiser is authorized to use. By submitting that information to Spotify or to its third-party payment processor, Advertiser authorizes Spotify or the payment processor (as applicable) to charge the card or other payment method for the charges at Spotify’s convenience. Spotify or its third party payment processor may run one or more payment card authorization checks on Advertiser’s card before it is charged. Advertiser authorizes Spotify or its third-party payment processor to store Advertiser’s payment card information and, if needed, to continue billing the card until the order for Ad Studio services has been fulfilled. If Spotify does not receive payment from Advertiser’s payment card or other payment method issuer or their agents, Advertiser remains obligated and agrees to pay all amounts due upon request from Spotify or its agents.

iv. Past Due Amounts. If Advertiser’s payment method fails, Spotify may take steps to collect past due amounts using collection mechanisms it deems appropriate and may terminate any current or future purchase of Ad Studio services. Advertiser will pay all reasonable costs and expenses (including reasonable attorneys' fees) Spotify incurs in collecting any late payment of charges.

v. Taxes. Spotify reserves the right to collect any sales, use, or similar taxes, duties, charges or assessments ("Indirect taxes") that may become due in accordance with applicable law in connection with use of the Ad Studio. Specifically, if tax is applicable to the Spotify platform or services provided therein it will be in addition to the campaign budget and charged as a separately stated item.

4. LICENSE GRANT. Ad Studio and the Ad Studio Content are the property of Spotify or Spotify's licensors. Spotify grants Advertiser a limited, non-exclusive, revocable license to make use of the Ad Studio solely as permitted by these Spotify Ad Studio Program Terms (the “License”). This License shall remain in effect until and unless terminated by Advertiser or Spotify. The Ad Studio Content is licensed, not sold, to Advertiser, and Spotify and its licensors retain ownership of all copies of the Ad Studio Content. 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. The Agreement does not grant Advertiser any rights to use any Spotify Brand Features whether for commercial or non-commercial use, and all goodwill generated from the use of any Spotify Brand Features will inure solely to Spotify. Except for the rights expressly granted to Advertiser in the Agreement, Spotify grants no right, title, or interest to Advertiser in the Ad Studio or Ad Studio Content, by implication, estoppel or otherwise. All rights not granted to Advertiser are expressly reserved by Spotify.

5. RESTRICTIONS. Advertiser will not: (i) interfere or attempt to interfere with the proper working of the Ad Studio; (ii) reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Ad Studio or any part thereof; (iii) sell, rent, sublicense or lease any part of the Ad Studio; or (iv) except with respect to automated means made available by Spotify or as authorized by Spotify in writing, use any automated means to access or manage Advertiser’s use of the Ad Studio, including accessing, monitoring, scraping, or copying any Ad Studio Content, or any portions thereof, whether through the use of robots, scripts, spiders, or otherwise.

6. SERVICE LIMITATIONS AND MODIFICATIONS. Spotify will make reasonable efforts to keep the Ad Studio operational. However, Spotify makes no assurances that the Ad Studio will be available continuously on a 24 x 7 x 365 basis. Certain technical difficulties or maintenance may result in temporary interruptions. Spotify reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Ad Studio, with or without notice, all without liability to Advertiser, except where prohibited by law, for any interruption, modification, or discontinuation of the Ad Studio or any function or feature thereof. This section will be enforced to the extent permissible by applicable law.

7. CANCELLATION AND TERMINATION. Unless otherwise agreed, Advertiser may cancel an approved order at any time via the Ad Studio, but Ads may run for up to 24 hours after Spotify receives notice of cancellation. Payment must be made for all delivered impressions. In the event of termination of these Ad Studio Program Terms, all terms and conditions of these Ad Studio Program Terms will survive until all existing orders in the Ad Studio have ended. Sections 3, 7, 8 and 9 of these Ad Studio Program Terms will survive termination or expiration.

8. CONFLICT OF TERMS. If there is any conflict or inconsistency between the Terms and these Ad Studio Program Terms, the conflict shall be resolved according to the following order: (i) Ad Studio Program Terms; and (ii) Terms.

9. CHOICE OF LAW, MANDATORY ARBITRATION AND VENUE

9.1 Governing Law / Jurisdiction

The Agreement (and any non-contractual disputes/claims arising out of or in connection with it) is subject to the laws of the state of New York, without regard to choice or conflicts of law principles.

Further, Advertiser and Spotify agree to the jurisdiction of the state and federal courts located in New York, New York to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreement (and any non-contractual disputes/claims relating to or arising out of or in connection with it) and is not subject to mandatory arbitration under Section 9.2.1.

9.2 ARBITRATION AGREEMENT
This arbitration agreement applies only to users in the United States.

9.2.1 Dispute resolution and arbitration
Advertiser and Spotify agree that any dispute, claim, or controversy between Advertiser and Spotify arising in connection with or relating in any way to this Agreement or to Advertiser’s relationship with Spotify as a user of Ad Studio (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreement) will be determined by mandatory binding individual (not class) arbitration. Advertiser and Spotify further agree that the arbitrator shall have the exclusive power to rule on the arbitrator’s own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. 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 any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreement.

9.2.2 Exceptions
Notwithstanding clause 9.2.1 above, Advertiser and Spotify both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of their rights, at any time, to (1) bring an individual action in a U.S. small claims court, (2) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (3) bring an individual action seeking only temporary or preliminary injunctive relief in a court of law, pending a final ruling from the arbitrator.

9.2.3 No Class or Representative Proceedings: Class Action Waiver
ADVERTISER AND SPOTIFY 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 OR REPRESENTATIVE ACTION. Unless both Advertiser 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.

9.2.4 Arbitration rules
Either Advertiser or Spotify may start arbitration proceedings. Any arbitration between Advertiser and Spotify will take place under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) then in force (“AAA Rules”), as modified by this Arbitration Agreement. Advertiser 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). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or Advertiser may call the AAA at 1-800-778-7879. Spotify can also help put Advertiser in touch with the AAA.

Any arbitration hearings will take place in New York, NY, or at a location mutually agreed upon by the parties, provided that if the claim is for $10,000 or less, Advertiser may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of Advertiser’s billing address.

Advertiser’s arbitration fees and Advertiser’s share of arbitrator compensation will be limited to those fees set forth in the relevant 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.

9.2.5 Time for filing
Any arbitration must be commenced by filing a demand for arbitration 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.

9.2.6 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, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for Advertiser, by electronic mail ("Notice"). Spotify's address for Notice is: Spotify, Attn: General Counsel, 45 W. 18th Street, 7th Floor, New York, New York 10011, USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). Spotify agrees to use good faith efforts to resolve the claim directly, but if Spotify does not reach an agreement to do so within 30 days after the Notice is received, Advertiser or Spotify may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Advertiser or Spotify shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event the dispute between Advertiser and Spotify is finally resolved through arbitration in Advertiser’s favor, Spotify shall pay Advertiser the greater of (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Spotify in settlement of the dispute prior to the arbitrator’s award; or (3) $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 the 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.

9.2.7 Enforceability
If any portion of this Arbitration Agreement (Section 9.2) is found to be unenforceable in court or in arbitration, then the entirety of the Arbitration Agreement (Section 9.2) shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 9.1 shall govern any action arising out of or related to the Agreement.

10. CONTACT US. If Advertiser has any questions concerning the Ad Studio, please contact adstudio@spotify.com.

Contracting entity:

Spotify USA Inc.
45 W 18th Street, Floor 7, New York, NY 10011
USA

(Last updated: September 12, 2017)

3. Spotify Microsite Program Policy

Participation in the Spotify Microsite Program shall be governed by the IO, the Spotify Advertising Program Terms and Conditions (“Terms”) and this Spotify Microsite Program Policy (collectively, the “Agreement”). Any capitalized terms not defined herein will have the meaning set forth in the Terms.

1. PROGRAM USE. As set forth in an IO or other agreement between Advertiser and Spotify, Spotify may provide Advertiser with access to Ad Pages, landing pages, minisites, microsites or Properties provided by Spotify (“Microsite(s)”).

2. LICENSE GRANT. In connection with the applicable Microsite Program, Advertiser grants Spotify a non-exclusive, royalty-free, worldwide license to use, copy, sublicense, encode, store, archive, distribute, display, and publicly perform any Ad Materials (including any derivative works of such Ad Materials) or other trademarks, user-generated content (“UGC”) or any other brand features provided to Spotify or approved by Advertiser as part of the Microsite Program (collectively, “Content”). Spotify may edit, transmit, adapt, modify, publicly display or publicly perform the Content, in whole or in part in connection with the Microsite Program.

3. DESIGN AND APPROVAL. Spotify will design and develop the Microsite, and include the Content on the Microsite, as requested by Advertiser. Advertiser must provide such Content to Spotify within the timeframe specified by Spotify. Before publishing the Microsite, Spotify will provide Advertiser with the opportunity to approve or amend the Microsite. Once the Microsite has been approved by Advertiser, Spotify shall publish the Microsite. Advertiser acknowledges and agrees that Spotify is not required to publish a Microsite that has not been approved by Advertiser and Spotify will have no liability to Advertiser arising out of any failure or delay by Advertiser to provide the Content or to approve the Microsite. Any Microsite designed by Spotify (or a Production Vendor on its behalf) and approved by Advertiser will be considered “Ad Materials” for the purposes of the Terms. Advertiser shall be liable for any of its acts or omissions that result in any errors, delays, or cancellation of any Microsite Program.

4. DATA USAGE.

a. Only upon Spotify’s prior written approval, Advertiser may collect email addresses, names, and/or other personal data submitted by a user (“User Volunteered Microsite Data”) but only where (i) it is expressly disclosed to such user that the collection is on Advertiser’s behalf and (ii) the user voluntarily submits such information.

b. Spotify may, in its sole discretion, require Advertiser to include a privacy policy governing the use of such User Volunteered Microsite Data that is hyperlinked from the page on which such data is input by the user. Advertiser expressly represents, warrants, and covenants that (i) the User Volunteered Microsite Data will be used, accessed, and maintained in strict compliance with all applicable Laws, the Advertiser’s privacy policy, and industry standard security measures; (ii) it will not attempt to collect any sensitive personal data, such as a user’s social security number or government-issued identifiers, insurance plan numbers, financial account numbers, sexual orientation, or medical information; (iii) it will promptly honor any user’s request (inclusive of those communicated by Spotify) to remove any personal data relating to such user from Advertiser’s database or other records; and (iv) it will not use, transfer, or disclose any such User Volunteered Microsite Data to any unauthorized third parties, including (x) directly or indirectly transferring any data (including aggregate, anonymous or derivative data) received from such Microsite or 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 (y) to another music service that competes with Spotify.

5. TERMINATION. In the event of termination of this Microsite Program Policy, all terms and conditions of this Microsite Program Policy will survive until all IOs related to a Microsite have ended. Sections 3 and 5 of this Microsite Program Policy will survive termination or expiration.

6. CONFLICT OF TERMS. If there is any conflict or inconsistency between the IO, the Terms or this Microsite Program Policy, the conflict shall be resolved according to the following order: (a) Microsite Program Policy; (b) Terms; and (c) the IO.

(Last updated: May 18, 2016)

4. Spotify Advertising Editorial Policies

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We want our users to enjoy the Spotify Service in a safe and fun environment. With that in mind, we’ve established a few ground rules for our Advertisers to follow when promoting their products and services on Spotify.

To promote a positive user experience, the below sets forth (1) our general content standards; (2) content that is prohibited on the Spotify Service; and (3) products and services that have restrictions on them and that require approval on a case-by-case basis.

1. GENERAL CONTENT STANDARDS.
Advertisers are responsible for ensuring the following:

  • Any Ads they seek to place on the Spotify Service comply with all applicable law, regulations and industry codes.
  • Their Ads must be of the highest quality and standards and accurately reflect the Advertiser’s brand.

Ads containing the following content are prohibited on the Spotify Service:

  • Shocking, sensational, obscene, disrespectful, or violent content
  • Nudity or other explicit adult content
  • Content depicting illegal drug use or any other unlawful activity
  • Content depicting irresponsible or underage drinking
  • Content that infringes upon or violates, or encourages the infringement or violation of, the rights of any third party, including copyright, trademark, privacy, publicity, defamation, or other personal or proprietary rights
  • Content that promotes stereotypes or inaccurately portrays or attacks an individual or group on the basis of age, national origin, race, religion, sex, sexual orientation or handicap
  • Deceptive, false, misleading, or fraudulent content
  • Content that uses Spotify’s trademarks, trade names, brand features, or other intellectual property without our prior written approval
  • Content that implies an endorsement or relationship between the Advertiser and any label, artist, album, or track on the Spotify Service, unless the Advertiser has independently obtained the rights to imply such an endorsement
  • Content that directs users to phishing links, malware, or similarly harmful codes or sites

2. PROHIBITED ADS.

Ads promoting the following products and services are prohibited on the Spotify Service:

Adult products and services, tobacco, drugs, and related products, such as:

  • Cigarettes
  • Other tobacco products (including e-cigarettes, cigars, chewing tobacco, or paraphernalia such as pipes or pipe cleaners or rolling papers)
  • Illegal or recreational drugs or paraphernalia
  • Online prescription pharmacies
  • Pornography or other sexually explicit content

Dangerous weapons, such as:

  • Firearms
  • Explosives
  • Related accessories

Any illegal conduct, product, enterprise or service, including:

  • Unauthorized ticket sales
  • Counterfeit, fake or bootleg products
  • Deceptive or fraudulent offers
  • Products or services that directly or indirectly infringe intellectual property laws, including illegal p2p, file-sharing, or bittorrents
  • Payday loans or “work from home” schemes

3. RESTRICTED ADS.

Ads promoting the following content, products and services are allowed with some restrictions and/or limitations:

  • Alcohol
  • Online dating services
  • Gambling and games of skill
  • Lotteries run by government entities
  • Contraceptives
  • Political advertising (candidates and campaigns) outside the U.S.
  • Weight loss, dietary and herbal supplements
  • Products or services that compete with any Spotify product or service
  • Financial services
  • Insurance
  • Religion or religious causes

We reserve the right to reject or remove any Ad for any reason. This includes Ads that negatively affect our relationship with our partners or that promote content that goes against our interests. We also reserve the right to request modifications to any Ad, and to require factual substantiation for any claim. These rules are subject to change at any time.

This document is not intended as legal advice. These guidelines are a general statement of Spotify’s advertising standards and are not intended to be comprehensive. Third party advertising is subject to review by Spotify. Adherence to the guidelines outlined in this document (a) does not guarantee that the Ad will be accepted for display on the Spotify Service; and (b) is not necessarily sufficient to meet the standards of any local laws or regulations. Spotify encourages each advertiser and its agency to consult with legal counsel before seeking to place any advertising on the Spotify Service.

(Last updated: March 10, 2017)