Soundtrap Affiliate Network Marketing Terms and Conditions
These Affiliate Network Marketing Terms and Conditions ("Terms") are entered into between the person, organization, or entity accepting these Terms ("Publisher") and Spotify AB or its applicable group company (collectively, "Spotify"), for advertising products and services offered by Spotify in relation to its service Soundtrap ("Soundtrap"). These Terms, together with the Spotify Advertising Program Terms and Conditions located here shall be considered the "Agreement".
PARTICIPATION IN THE AFFILIATE NETWORK MARKETING PROGRAM. By joining the Affiliate Network Marketing Program, Publisher can monetize its website, application, or another online platform as permitted by Spotify from time to time ("Distribution Platform"), by distributing advertisement material provided by Spotify. Such distribution shall be made in accordance with this Agreement, and any agreement entered into with an agency or another entity representing a Spotify network affiliate through which Publisher is joining the Affiliate Network Marketing Program ("Network Affiliate"). In case of any ambiguity, conflict or confusion between this Agreement and the agreement entered into with a Network Affiliate, this Agreement shall prevail in relation to all matters involving Spotify in any regards.
ADS SERVING. Spotify may either directly or via a Network Affiliate provide material for ads (including without limitation artwork, audio content and audiovisual materials) to Publisher for distribution ("Ads"). Publisher is in relation to Ads only permitted to and shall only distribute Ads in accordance with this Agreement (including written instructions or policies provided by Spotify from time to time) and applicable legislation, industry codes as well as self-regulatory codes of conduct. Publisher may not alter, modify or otherwise make any changes to Ads. All Ads are the property of Spotify and nothing in the Agreement shall entitle Publisher to any ownership of or rights to Ads, unless specifically set out otherwise in writing. Publisher shall, upon the request of Spotify, immediately remove Ads from its Distribution Platform. Publisher may only use banners, if any, that are served and made available by Spotify or Network Affiliate and banners shall not be coded directly (hard coded) into the Distribution Platform. Ads are prohibited from being distributed on a Distribution Platform containing any content that may be inappropriate for the brands of Spotify, such as:
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 but not limited to 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 Spotify's prior written approval.
Content that directs users to phishing links, malware, or similarly harmful codes or sites.
Publisher shall distribute Ads by giving prominence to the Soundtrap brand. The Spotify brand, such as the trade name and logotype, shall not be used in relation to the distribution of Ads unless included in the Ads. Publisher may however state that Soundtrap is a service of Spotify in accordance with this Agreement.
Publishers shall only use the Ads provided by Spotify and in the format provided by Spotify. Publishers shall refrain from promoting or communicating anything relating to their relationship with Spotify and/or Soundtrap.
COMMISSIONS. Spotify offers a commission in connection with each "Qualified Subscription", which occurs when (a) a customer purchases a Soundtrap subscription (except for free plans and education plans) via Publisher, and (b) payment for the subscription has been completed by the customer. Current subscription plans are located here. Publishers will for each Qualified Subscription receive 15 USD. Commission may be paid by Spotify, Affiliate Network or a third party mandated by Spotify. If a subscription is made in connection with a violation of this Agreement, Spotify may at its sole discretion decide to decline Qualified Subscriptions and related commissions. Spotify may from time to time impose limits on the opportunity to gain commissions, and will provide information of any such limitations on its website or in another way for Publisher to take part of. Queries on transactions relating to commissions shall be raised within six (6) months from the relevant event and will otherwise be declined. Any disputed transactions (including claimed transactions) relating to commissions will be investigated by Spotify within 75 days from submission of the dispute.
VOUCHER CODES. Publisher may only promote codes that are provided through the Affiliate Network Marketing Program, and as may further be specified by Spotify from time to time in writing. Spotify reserves the right to withhold payment of commission if unauthorized voucher codes are used to make a Qualified Subscription. Voucher code terms and conditions must be clearly displayed and made available on the Distribution Platform. A Publisher that is found to be displaying or otherwise making available unauthorized voucher codes, or not correctly displaying or not making available such terms and conditions, may also have its commission withheld until the unauthorized voucher codes are removed or terms and conditions are correctly made available. Where voucher codes are issued with an expiry date, this shall be clearly displayed and codes should be removed or explicitly marked as expired after this date unless otherwise instructed by Spotify. Any failure to comply with these terms relating to expiration dates may result in Publisher being suspended from the Affiliate Network Marketing Program. Purchaser shall also observe IAB Voucher Code of Conduct.
SUBNETWORKS. Publisher shall, prior to distributing Ads via a subnetwork, provide Soundtrap’s Media & Performance Team (soundtrap-affiliates@spotify.com) with a list of all URL's that are intended to distribute Ads. Spotify may at its sole discretion decline individual URL's that are not deemed editorially appropriate.
COMPLIANCE. Publisher shall at all times comply with this Agreement in order to participate in the Affiliate Network Marketing Program and to receive commissions. Publisher shall upon the request of Spotify, provide any information and material necessary to verify compliance with this Agreement. In case of any violation of this Agreement or any other applicable terms and conditions, Spotify may, to the furthest extent possible under applicable mandatory legislation, cease payment of any commission payable under the Agreement.
TRADEMARKS ETC. Under this Agreement, Publisher shall (i) not use trademarks or other symbols of Spotify or otherwise make a public announcement involving Spotify in any regard without Spotify's prior written approval, (ii) not bid on or purchase keywords, search terms, brand terms, brand terms followed by generic terms, variations of brands, misspells, or other identifiers, including any brands used by Spotify (including but not limited to Soundtrap, Spotify, Spotify Premium and Spotify for Artist), (iii) prior to distributing Ads, negative broad match all brands, brand terms, misspells and variations of brands relating to Soundtrap and Spotify (including but not limited to Soundtrap, Spotify, Spotify Premium and Spotify for Artist) across all major search engines and (iv) shall not carry out any action that may cause any visitor or customer confusion as to the relationship between Spotify and Publisher (including its Distribution Platforms).
INDEMNIFICATION. Publisher shall indemnify, defend and hold Spotify and all Spotify group companies harmless from and against any and all third-party claims or liabilities arising out of or relating to (i) distribution or any use of Ads, (ii) sale of subscriptions, and (iii) any breach of this Agreement. Spotify will not be liable for indirect damages in connection with this Agreement, and the aggregated liability of Spotify under this Agreement will not exceed the commission paid or payable to Publisher under this Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.
CONFIDENTIALITY. Spotify and Publisher each agree to take commercially reasonable steps to protect all confidential information provided by one party to the other or obtained in relation to this Agreement, including all information that Publisher should reasonably understand is confidential because of legends or other markings or the circumstances of disclosure ("Confidential Information"). Spotify and Publisher both agree to use the Confidential Information solely for the purposes of this Agreement and shall only disclose Confidential Information to 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 or by any applicable stock exchange regulations or the regulations of any other recognised market place, is independently developed by it, or is lawfully obtained from third parties.
MISCELLANEOUS. (a) Network Affiliates may review and follow up on Publishers that appear to be inactive (meaning not have completed a Qualified Subscription during a certain time frame). Such inactivity may result in Publishers being removed from the Affiliate Network Marketing Program. Removed Publishers are welcome to re-apply to the program. (b) Publisher is solely responsible for the Distribution Platform and all materials that are made available on or within it. (c) This Agreement, including the rights under it, may not be transferred or assigned by Publisher without first obtaining Spotify's written consent. (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 Swedish 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 Swedish courts. (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 the Agreement shall constitute a partnership or joint venture between the parties or constitute either Publisher or Spotify as agent of the other for any purpose whatsoever. (g) Spotify reserves the right to modify any of the provisions in the Agreement at any time and in our sole discretion, and will provide information of such modification on its website or in another way for Publisher to take part of. (h) Sections 6, 7and 8 of this Agreement shall survive any termination or expiration of this Agreement.
CONTACT AND FEEDBACK. Any questions or suggestions about the Affiliate Network Marketing Program can be directed to soundtrap-affiliates@spotify.com.
