NON-DISCLOSURE AND RECORDING CONTRACT
Thank you for agreeing to participate in our user research project! This research project, including any survey, interview and any other form of research or solicitation of feedback (“Research Project”) is conducted between you, on behalf of the entity or individual listed in the signature block below (“you” or “Recipient”) and Spotify AB, a company registered in Sweden under number 556703-7485, with offices at Regeringsgatan 19, SE-111 53 Stockholm, Sweden (“Spotify” or “us” or “we”).
Because your experience with the subject matter and your feedback is valuable to us, we’ll be recording your responses to the Research Project. Please read the terms and conditions of this consent form (“Consent Form”) below and, if you agree, sign and date at the end where indicated.
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1. Your Participation: You understand and agree to your responses to any part of the Research Project being recorded, stored, and used by Spotify. You agree that you’re over eighteen (18) years of age, and competent to contract in your own name. Your participation is voluntary and you can leave at any time. Additionally, we may end any part of the Research Project at any time. You agree that your participation in the Research Project doesn’t in any way conflict with any existing legal commitment on your part.
2. Release & License: You hereby grant Spotify permission to use: (i) any of your statements, insights, suggestions, feedback, ideas, or any other information disclosed during the course of the Research Project with respect to current or proposed Spotify content, features, marks or services, including any such information provided to one of Spotify’s third party service providers (“Feedback”); (ii) any recordings made of your Feedback, and (iii) any Personal Data collected (as defined below), for any internal research purposes, product improvements, or further development of the Spotify service, or any other use as described herein. You acknowledge that except for any payment you may receive subject to section 5 (Compensation) below, there exists no material connection between yourself and Spotify. You also hereby release, and discharge Spotify, its representatives, assigns, employees from and against any and all liability resulting from its use of your Feedback, and/or any recordings of such Feedback provided in connection with the Research Project.
3. Confidentiality:
- As used in this Agreement, “Confidential Information” means any nonpublic and/or proprietary information that: (a) if disclosed in writing, is labeled as “confidential” or “proprietary”; (b) if disclosed orally, is designated confidential at disclosure; or (c) by its nature and/or the circumstances of its disclosure, should be reasonably considered as confidential. For the sake of clarity, all Research Project materials, your Feedback, and everything you have experienced, used, discussed, and seen during the Research Project and in discussions with Spotify in connection with the Research Project, shall be deemed Confidential Information under this Agreement. Confidential Information shall not include information that (a) was known to the Recipient prior to the time of disclosure by the Discloser, (b) was in the public domain prior to the time of execution of this Agreement, or which comes into the public domain through no fault or breach of this Agreement by the Recipient, or (c) has been independently developed by the Recipient without reference or use of the Confidential Information.
- Recipient shall keep Confidential Information strictly confidential and not disclose such Confidential Information to any third party without Spotify’s prior written consent. Recipient shall treat such Confidential Information with the same degree of care that it treats its own Confidential Information, but in no event less than a reasonable degree of care.
- You may only use the Confidential Information for the Research Project and must not use the Confidential Information for any other purpose whatsoever. Spotify may use the Confidential Information to improve its offering or services or for internal business purposes, subject to the restrictions in this Agreement.
- The Recipient may disclose the Confidential Information only to its employees, agents, consultants, contractors, and those of its group companies (“Representatives”) on a strictly “need-to-know” basis. The Recipient shall ensure that Representatives are bound by obligations no less extensive than those set out in this Agreement. The Recipient shall be liable to the Discloser pursuant to the provisions set forth in this Agreement for any breach by its Representatives.
- In the event a Recipient receives a request to release Confidential Information pursuant to a court order, subpoena, or other governmental authority, Recipient shall provide Discloser with prompt written notice in order to permit Discloser to either consent to the disclosure or seek a protective order or other appropriate remedy. Recipient shall limit the disclosure of Confidential Information to the greatest extent possible under the circumstances.
- Upon the Discloser’s request, the Recipient shall promptly return or, at the Discloser’s option, destroy all documents containing Confidential Information and any other documents, specifications, data or information of any nature whatsoever based on or relating to Confidential Information. Upon the request of the Discloser, an officer of the Recipient shall promptly certify in writing that such destruction has been completed.
- Any and all rights to the Confidential Information, including but not limited to copyright, trademarks, patents and any other intellectual property rights, shall remain the property of the Discloser. No license to or in any of the Confidential Information is hereby granted directly or indirectly or implied in any way whatsoever; provided, however that you grant Spotify a worldwide, non-exclusive, perpetual, irrevocable, sublicensable, royalty-free right and license to copy, reproduce, modify, create derivative works of your Feedback. This Agreement imposes no obligation on either Party to proceed with any business transaction or agreement and does not create any agency or partnership of any kind between the Parties.
4. Your Personal Data: Prior to the Research Project, we collected certain personal data about you for recruiting purposes or in connection with your use of Spotify if applicable. Depending on what information you provided, this may have included your name, contact information, age, gender, and Spotify account and usage details (“Personal Data”). The term “Personal Data” also includes any pieces of personal data we collect from you during the Research Project, including your name and picture, as well as notes, a transcript, and a recording of any Feedback. During and after the Research Project, we’ll process your Personal Data for internal purposes, such as, for example, research, product improvements, or further development of the Spotify service. The legal basis for the processing is legitimate interests.
We may share your Personal Data globally within Spotify in order to carry out the activities specified in this Consent Form. Additionally, we may use third party providers acting on our behalf, in order to perform some of these activities.
Spotify is the controller of your Personal Data. More information about how to contact us, the possible transfer of your Personal Data to other countries, how we keep your Personal Data safe and your rights is set out in Spotify’s Privacy Policy (https://www.spotify.com/us/legal/privacy-policy/), as amended from time to time.
5. Compensation: If you received an email from Spotify indicating that you will receive compensation for your participation in this Research Project, you will receive the amount indicated in that email as full and final compensation. You acknowledge and agree that you will not be entitled to any additional compensation or consideration in connection with Spotify’s use of the Feedback as permitted under this Agreement. If you have not been informed of any compensation, you acknowledge that you will not be entitled to any compensation or consideration in connection with your participation in the Research Project or Spotify's use of the Feedback as permitted under this Agreement. You hereby waive any moral rights, right to any ownership or royalties for use of your Feedback by Spotify in any way.
6. Term: Either Party may terminate this Agreement on thirty (30) days’ written notice. The Parties’ confidentiality obligations will survive for an additional three (3) years after the termination of this Agreement, provided that any trade secrets must be maintained confidentially so long as such information constitutes a trade secret.
7. Disclaimer: Each Party discloses its Confidential Information without any warranty as to the correctness or completeness of the Confidential Information, express or implied, of any kind. The Discloser shall not be liable for any costs or damages whatsoever incurred to the Recipient or any third party arising out of use of the Confidential Information.
8. Miscellaneous:
- Any amendments to this Agreement must be made in writing and signed by both Parties in order to be valid. This Agreement constitutes the entire agreement between the Parties with respect to the Research Project and supersedes all prior oral or written agreements between the Parties or any translations of this Agreement.
- This Agreement may be executed in counterparts, and via facsimile and/or .pdf. Neither Party may assign or transfer this Agreement without the written consent of the other Party, not to be unreasonably withheld.
- This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. The exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in New York County, New York, and both parties consent to the jurisdiction of such courts with respect to any such action.
- Both Parties acknowledge that breach of this Agreement may cause irreparable harm to the other Party. Therefore, in addition to any other remedies available to it, a non-breaching Party may obtain injunctive relief in the event of any breach or alleged breach of this Agreement without proving actual damages.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE. PARTICIPANT AGREES THAT CLICKING “SAVE” CONSTITUTES ACCEPTANCE AND EXECUTION OF THIS AGREEMENT