SPOTIFY PARTNER PROGRAM FOR BACKSTAGE TERMS AND CONDITIONS

Welcome to the Spotify Partner Program for Backstage (the “Partner Program”)! 

By submitting your application to become a Spotify Partner for Backstage or otherwise completing a registration process or similar process that incorporates or links to these Spotify Partner Program for Backstage Terms and Conditions (the “Partner Terms”), you agree to the Partner Terms, provided that the Partner Terms will not become effective unless and until Spotify accepts your application to become a Spotify Partner for Backstage.  If Spotify does not accept your application, you will not be entitled to participate in the Partner Program and Spotify will have no obligations to you under these Partner Terms.  

You represent that you are lawfully able to enter into contracts, and if you are accepting these Partner Terms on behalf of an entity or other organization, you represent and warrant that you have legal authority to bind that entity or organization. References to “you” and “your” in these Partner Terms will refer both to the individual accessing or using the Partner Program and to any such organization.  If Spotify confirms your acceptance into the Partner Program, you will be deemed a “Partner” and these Partner Terms will constitute an agreement between you and (a) if you are an entity organized under or otherwise subject to the laws of the United States of America: Spotify USA, Inc., a Delaware Corporation with offices at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007; or (b) if you are an entity organized under or otherwise subject to the laws of any country outside of the United States of America: Spotify AB, a Swedish limited liability company with offices at Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7485 ("Spotify", "we", "us" or "our"). 

In addition to these Partner Terms, the Spotify Platform Rules and the Spotify Code of Conduct, as such rules and code may be updated from time to time by Spotify, apply to your participation and continued eligibility to participate in the Partner Program. Under the Partner Program, Spotify may also offer you to participate in various program engagements which may be subject to additional terms as further set out below. The Partner Terms, the Spotify Platform Rules, the Spotify Code of Conduct and any additional terms accepted by you in connection with each program engagement (each as may be updated from time to time by Spotify) collectively form the “Agreement”. 

Spotify may change or update the Partner Terms from time to time by notifying you of such changes by any reasonable means, for example by posting new versions of the Partner Terms on its websites or by notifying you of such changes via email. If you do not agree to the changes, you must stop participating in the Partner Program. 

• Program Engagements. Under the Partner Program, Spotify develops and offers Partners to participate in various program engagements for the purpose of promoting Spotify’s and Partner’s products and services for Backstage, enhancing the satisfaction of Backstage end users and collaborating on opportunities within the Backstage ecosystem (each a “Program Engagement”). Your eligibility to participate in the Partner Program and each Program Engagement is at Spotify’s sole discretion and cannot be transferred to or shared with any third party (except your affiliates or successor companies subject to obtaining Spotify’s prior written consent). Additionally, in order to participate in the Partner Program and any Program Engagement, you must at all times comply with and not be in violation of the Agreement. Spotify may, at any time and in its sole discretion, suspend, terminate or discontinue the Partner Program or any Program Engagements.

Program Engagements may be subject to additional terms (“Program Engagement Terms”) and by agreeing to participate in a Program Engagement you agree to the applicable Program Engagement Terms as further set out in connection with each Program Engagement. 

Except as set forth under the Program Engagement Terms, Spotify does not guarantee any payments or other revenue or results in connection with any Program Engagements in which you decide to participate. Spotify may update the Program Engagement Terms at any time and your continued participation in the Program Engagement constitutes your acceptance to such changes. If you do not agree to the changed Program Engagement Terms, you must stop participating in the Program Engagement. 

• Confidential Information.  

1. Definition.  Each party (as “Receiving Party”) agrees that all confidential and/or proprietary information it obtains from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.  
2. Obligations and Exclusions.  The Receiving Party will use Confidential Information solely as necessary to exercise its rights and obligations in connection with the Partner Program and each Program Engagement, and will keep Confidential Information confidential and take all reasonable precautions, at least to the same degree of care and precautions the Receiving Party would take to protect the confidential nature of its own information. The Receiving Party will not disclose, display, or otherwise disseminate Confidential Information to any person other than to its agents, representatives, contractors or employees on a strictly need-to-know basis who are  obligated by a written agreement to comply with confidentiality provisions no less restrictive than those set forth in these Partner Terms and provided that the Receiving Party will remain responsible for its agents, representatives, contractors and employees’ compliance with these Partner Terms.  The Receiving Party’s obligations under this section shall not apply to information which: (i) is already known to the Receiving Party (as shown by documentary evidence) at the time of disclosure by the Disclosing Party; (ii) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of these Partner Terms; (iii) becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party, its agents, representatives, contractors, or employees) as a matter of legal right and not under a duty of confidentiality to the Disclosing Party; (iv) is independently developed by agents of the Receiving Party without access to, or the benefit of, any Confidential Information; or (v) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval. 
3. Disclosures Required by Law.  Nothing in these Partner Terms will obligate either party to refrain from disclosure of Confidential Information to the extent such disclosure is required by law or binding court order. In the event that any Confidential Information is required to be disclosed by law or binding court order, the Receiving Party will use its reasonable efforts to give prompt prior written notice of such disclosure to the Disclosing Party to allow the Disclosing Party to contest the disclosure of Confidential Information, and the Receiving Party will reasonably cooperate with the Disclosing Party in such efforts to contest such disclosure. In the event the Disclosing Party declines to contest the disclosure of the Confidential Information, or the effort is ultimately unsuccessful, the Receiving Party will furnish only that portion of the Confidential Information which is legally required to be disclosed and will exercise reasonable efforts to obtain confidential treatment for that part of the Confidential Information being disclosed.

• Term and Termination.  

1. Term.  The term of the Partner Terms commences upon Spotify’s confirmation that you have been accepted into the Partner Program and continues until (i) Spotify discontinues the Partner Program, or (ii) the Partner Terms are terminated by either you or us as set forth herein.
2. Termination.  
   1. Termination for Convenience.  Except as may be set forth under an applicable Program Engagement Terms, either party may terminate the Partner Terms or any applicable Program Engagement Terms at any time, with or without cause, by providing sixty (60) days’ prior written notice to the other party. 
   2. Termination by Spotify.  If Spotify determines that you are in breach of the Agreement or any applicable Program Engagement Terms, Spotify may, upon ten (10) days’ notice to you, terminate the Partner Terms and/or the applicable Program Engagement Terms.
   3. Termination of Program Engagement Terms.  Any termination of the Program Engagement Terms will be limited to such terms, provided, however, if a party specifies in its termination notice that such termination will also result in the termination of the Partner Terms and/or one or more other Program Engagement Terms, then the Partner Terms and/or such other Program Engagement Terms shall also terminate as specified by the party. 
3. Effect of Termination.  Upon either (i) Spotify’s discontinuation of the Partner Program or (ii) the termination of the Partner Terms, your participation in the Partner Program, including any and all Program Engagements, will immediately cease, any Program Engagement Terms between Spotify and you and, in the case of discontinuation of the Partner Program, the Partner Terms, will automatically terminate and each party shall promptly destroy or return (at the other party’s reasonable discretion) the Confidential Information of the other party.  Following termination for any reason, any subsequent ability to join and participate in the Partner Program will be at Spotify’s sole discretion.  Additionally, upon termination of any Program Engagement Terms, your participation in the applicable Program Engagement will immediately cease, provided, however, that such termination shall not affect any rights and obligations of either party that have already accrued prior to the effective date of termination.
4. Survival.  Sections 2, 3, 4, 6, 7, and 8-12 shall survive the termination of the Agreement.

• Intellectual Property Rights.  As between the parties, each party retains all right title and interest in and to its proprietary materials and all intellectual property rights therein. In particular, Spotify and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Partner Program, any Program Engagements and any products, services or marketing materials created by or on behalf of Spotify in connection therewith, including any and all related and underlying technology and any derivative works, modifications, or improvements to the foregoing created by or on behalf of Spotify. No rights are granted to the other party hereunder except as expressly set forth in the Agreement.

• License to Brand Features. Each party hereby grants to the other party a non-exclusive, worldwide, sublicensable right and license to use the other party’s trademarks, service marks, logos, insignia, trade names and other designations of origin (collectively “Brand Features”) as provided by a party to the other party in connection with the Partner Program and any applicable Program Engagement solely for the purpose of promoting the Partner Program and such applicable Program Engagement. Each party will use the other party’s Brand Features consistent with any brand guidelines as may be provided by the other party from time to time. Neither party will use the other party’s Brand Features in a manner that misrepresents the parties’ relationship or is otherwise misleading, or that reflects negatively on the other party. Each party shall immediately cease use of the other party’s Brand Features upon (a) written notice by the other party that the use of the other party’s Brand Features is violating the license in this Section 5, (b) discontinuation of the Partner Program, or (c) termination of the Partner Terms.

• Backstage Products. To the extent that Spotify makes available to you via the Partner Program any of its products or services for Backstage (“Backstage Products”), you agree to use such Backstage Products solely for the purpose of and in accordance with the Agreement and any applicable Program Engagement Terms. Except as otherwise set forth in the Agreement or in any applicable Program Engagement Terms, you may not use, sell, distribute, copy, duplicate/reproduce any Backstage Products or otherwise use such Backstage Products to promote your own products, services or technology. Upon any termination of these Partner Terms or upon Spotify’s request at any time, you agree to immediately cease use of any Backstage Products and to promptly return or destroy (at Spotify’s discretion) any Backstage Products.

• Verifications. During the term of this Agreement and for a period of at least two (2) years thereafter, you agree to maintain commercially reasonable books and records concerning your activities and engagements under the Partner Program for the purpose of enabling Spotify to verify your compliance with this Agreement and any Program Engagement you have decided to participate in. Upon Spotify’s request, you agree to reasonably cooperate with Spotify in respect of such verifications which may include requests for documentation or records or on-site verifications. 

• Representations and Warranties. 

1. Partner. You represent and warrant that: (i) you have the right and authority to participate in the Partner Program and each Program Engagement you decide to participate in, to enter into the Agreement including any applicable Program Engagement Terms, and to grant to Spotify the rights granted thereunder; (ii) you have not and will not engage in any misleading, deceptive or fraudulent conduct in connection with your participation in the Partner Program or any Program Engagements; and (iii) you will comply with all applicable law in connection with your participation in the Partner Program and any Program Engagements
2. Spotify.  Spotify represents and warrants that it has the right and authority to enter into this Agreement.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE AGREEMENT, SPOTIFY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.  FURTHER, SPOTIFY MAKES NO GUARANTEE AS TO THE AVAILABILITY OF THE PARTNER PROGRAM OR ANY OFFERING, OR THAT ANY PAYMENTS, REVENUES OR BUSINESS WILL BE GENERATED AS A RESULT OF YOUR PARTICIPATION IN THE PARTNER PROGRAM OR ANY PROGRAM ENGAGEMENT.  

• Limitation of Liability.  YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PARTNER PROGRAM AND ANY PROGRAM ENGAGEMENTS IS STRICTLY VOLUNTARY. EXCEPT AS SET FORTH UNDER ANY APPLICABLE PROGRAM ENGAGEMENT TERMS, SPOTIFY SHALL NOT BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES ARISING IN CONNECTION WITH THIS AGREEMENT  WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; OR (II) ANY AMOUNTS IN EXCESS OF ONE THOUSAND U.S. DOLLARS ($1,000 USD). 

• Indemnification.

1. By You.  You shall defend, indemnify, and hold harmless Spotify and its affiliates, and its and their directors, employees, agents, and officers, against any claims, damages, liabilities, losses, and costs (including reasonable attorneys’ fees) (“Losses”)  arising out of or related to any third-party claim that arises out of or relates to: (i) your actual or alleged breach of these Partner Terms, including any of its representations and warranties hereunder; (ii) your actual or alleged breach of any Program Engagement Terms; (ii) your participation in the Partner Program or any Program Engagement; (iii) your actual or alleged violation of any rights of any third party; and (iv) your violation of applicable law. 
2. Notice; Cooperation; Settlement.  Spotify will promptly notify you in writing of any indemnifiable claim and promptly tender its defense to you.  Any delay in such notice will not relieve you from your obligations to the extent you are not prejudiced thereby.  Spotify will cooperate with you at your expense.  You may not settle any indemnified claim in a manner that adversely affects Spotify without our consent.  We may participate in the defense of an indemnifiable claim with counsel of our own choice at our own expense.

• Governing Law and Dispute Resolution. 

1. Spotify AB.  If Spotify AB is the contracting entity, this Agreement is governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law principles.  Any dispute, claim or controversy arising out of or in connection with the Agreement shall be finally resolved by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, including as to whether a single arbitrator or a panel of three arbitrators should resolve the dispute.  The seat of the arbitration shall be Stockholm, Sweden, and the arbitration shall be held, and the award shall be rendered, in the English language.  The existence and content of the arbitral proceedings and any rulings or awards shall be kept confidential.
2. Spotify USA, Inc.  If Spotify USA Inc. is the contracting entity, this Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.  Any dispute, controversy or claim arising out of or in connection with the Agreement shall be finally resolved by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce, including as to whether a single arbitrator or a panel of three arbitrators should resolve the dispute.  The seat of arbitration shall be New York, New York, and the arbitration shall be held, and the award shall be rendered, in the English language.  The existence and content of the arbitral proceedings and any rulings or awards shall be kept confidential.  The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof (the parties acknowledge and agree that any court located in New York County, New York shall have jurisdiction thereof). 

• General Provisions.

1. Conflict Precedence. If there is any conflict or inconsistency between these Partner Terms and the Program Engagement Terms, the Program Engagement Terms will prevail with respect to the subject matter of such conflict.  
2. Assignment. Neither party may assign or transfer this Agreement or any Program Engagement Terms hereunder without the other party’s prior written consent.
3. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the Partner Program and supersede all prior and contemporaneous agreements, undertakings, negotiations, and discussions, whether oral or written, of the parties and there are no warranties, representations, or other agreements between the parties in connection with the Partner Program.
4. Publicity.  Except as set forth in the Agreement, neither party shall use the name or marks of, refer to, or identify the other party or the subject matter of the Agreement in any publicity releases, interviews, promotional, or marketing materials without the other party’s prior written approval.
5. Independent Contractors. Each party hereby acknowledges that it is an independent contractor and not an employee, partner, joint venturer, representative or franchisee of or with the other party.  Each party will have total control of the management of its business, subject to the provisions of this Agreement.  Neither party is authorized to act as an agent for the other party, to enter into any agreement on the other’s behalf or to bind the other in any way. 
6. Interpretation. Headings are intended for reference only and have no effect on the meaning of any provision of these Partner Terms.  Any use of the terms “include” or “includes” means “including, but not limited to.”                    
7. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof.  If any provision is held invalid, illegal, or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, all other provisions of the Agreement will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the parties.
8. Waiver. No delay or omission in exercising any right under this Agreement will operate as a waiver of that or any other right.  A waiver or consent given on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.  To be effective, a waiver must be in writing and signed by the waiving party.