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SoundCloud Premier monetization

Terms and Conditions (these “Terms


and Conditions”):
Welcome to SoundCloud Premier monetization (“SoundCloud Premier
monetization”), a service provided by SoundCloud Operations Inc. (“SoundCloud”,
“we”, “our”, or “us”).
SoundCloud Premier monetization is a program that offers participating eligible
partners (“Artists”) opportunities to earn a share of revenues from monetization of
certain original content that they own or control and license to SoundCloud, subject
to the terms set out below. Covers, remixes, mixes, DJ sets, audio recordings (e.g.
spoken word works) and podcasts are not eligible for SoundCloud Premier
monetization. Artists determine what content they wish to make available for
monetization but SoundCloud determines which types of monetization
opportunities, if any, will be available to Artists. Monetization opportunities may
include a share of revenues from advertising, sponsorships and/or listener
subscription services.
To be eligible to participate in SoundCloud Premier monetization, in addition to any
other eligibility requirements that we may impose from time to time, you must be
(a) a natural person 18 years of age (or the applicable age of majority in your
jurisdiction, if other than 18) or older, (b) a duo, band or group (collectively, a
“Group”), each member of which is a natural person 18 years of age (or the
applicable age of majority in such person’s jurisdiction, if other than 18) or older, or
(c) a company or other legal entity with legal authority to act on behalf of a natural
person 18 years of age (or the applicable age of majority in your jurisdiction, if
other than 18) or older, or a Group (an “Entity”).
If you are a natural person or Entity participating in SoundCloud Premier
monetization not only on your own behalf or benefit but also on behalf of, or for the
benefit of, a Group, then you are agreeing to these Terms and Conditions on behalf
of yourself and such Group, including each member of the group. References to
“You” and “Your” in these Terms and Conditions will refer to both the natural person
or Entity and to such Group (including each member thereof).
If you are a natural person participating in SoundCloud Premier monetization on
behalf of, or for the benefit of, an Entity, then you are agreeing to these Terms and
Conditions on behalf of yourself and such Entity. References to “You” and “Your” in
these Terms and Conditions will refer to both the natural person and to such Entity.
These Terms and Conditions apply to you (“You” and “Your”) and SoundCloud and
govern Your participation in SoundCloud Premier monetization beginning on the
Start Date through the End Date:

Content Any and all audio, text, photos, pictures, graphics, comments, and
other content, data or information that You upload, store, transmit,
submit, exchange or make available to or via the Platform.

soundcloud.com and m.soundcloud.com, our mobile and desktop


apps (our "Apps") and all related players, widgets, tools, features,
Platform applications, data, software, APIs (which may also be subject to
separate API Terms of Use) and other services provided by
SoundCloud (the “Services”).

Your Gross Your Pro Rata Share of 55% of Advertising and Subscription
Revenues Revenues

Your Gross Revenues during the corresponding accounting period


Your Net after deducting any amounts that SoundCloud is required to
Revenues withhold pursuant to applicable law as set forth in the these Terms
and Conditions.

The day You agree to these Terms and Conditions (including the
Start Date RELEASE OF CLAIMS AND COVENANT NOT TO SUE) by clicking
“Agree” below.

The last day of the notice period (if any) which applies on
End Date termination, or the effective date of termination, as the case may
be, as set forth in these Terms and Conditions.

*THERE ARE IMPORTANT LEGAL CONSEQUENCES TO THE FOLLOWING PROVISIONS.


YOU MAY WISH TO CONSULT WITH YOUR LEGAL COUNSEL PRIOR TO AGREEING TO
THESE PROVISIONS AND YOU ACKNOWLEDGE THAT YOU HAVE HAD AN
OPPORTUNITY TO SO CONSULT WITH LEGAL COUNSEL PRIOR TO ENTERING INTO
THESE TERMS AND CONDITIONS. *
By clicking “Agree”, below, You are entering a legally binding agreement with
respect to Your (and, if applicable, Your Group and/or Your Entity’s) participation in
SoundCloud Premier monetization, and agreeing to be governed by these Terms and
Conditions including the RELEASE OF CLAIMS AND COVENANT NOT TO SUE (below).
RELEASE OF CLAIMS AND COVENANT NOT TO SUE
YOU, ON BEHALF OF YOURSELF, YOUR GROUP AND EACH OF ITS MEMBERS (IF YOU
HAVE ACCEPTED THESE TERMS AND CONDITIONS ON BEHALF OF A GROUP), YOUR
ENTITY (IF YOU HAVE ACCEPTED THESE TERMS AND CONDITIONS ON BEHALF OF AN
ENTITY) AND YOUR RELATED PARTIES (AS DEFINED IN THESE TERMS AND
CONDITIONS), HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASE, ACQUIT
AND FOREVER DISCHARGE US AND OUR RELATED PARTIES FROM ALL CLAIMS (AS
DEFINED IN THE TERMS AND CONDITIONS), WHICH AGAINST US, THEM OR ANY OF
THEM, WHETHER JOINTLY OR SEVERALLY, YOU OR ANY OF YOUR RELATED PARTIES
EVER HAD, NOW HAS OR MAY HEREAFTER ACQUIRE, BY REASON OF ANY MATTER,
CAUSE OR THING WHATSOEVER, ARISING OUT OF, RELATED TO, OR REGARDING ANY
AND ALL ACTUAL OR ALLEGED ACTIVITIES OCCURRING PRIOR TO THE START DATE,
INCLUDING ANY AND ALL ACTUAL OR ALLEGED ACTS OF COPYRIGHT INFRINGEMENT
AT ANY TIME PRIOR TO THE START DATE ANYWHERE IN THE WORLD BY US OR ANY
OF OUR RELATED PARTIES, WHETHER OR NOT VIA THE PLATFORM.
THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT KNOWN
OR SUSPECTED TO EXIST WITH THE INTENT OF WAIVING THE EFFECT OF CALIFORNIA
CIVIL CODE SECTION 1542 (WHICH STATES AS FOLLOWS: “A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF
KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR”) AND OTHER ANALOGOUS LAWS OR LEGAL
PRINCIPLES OF ANY JURISDICTION REQUIRING THE INTENT TO RELEASE FUTURE
UNKNOWN CLAIMS.
IN ADDITION, YOU AND YOUR RELATED PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREE AND COVENANT NEVER (WHETHER AFTER THE START
DATE OR END DATE) TO DIRECTLY OR INDIRECTLY (WHETHER BY MEANS OF
LENDING ANY FORM OF SUPPORT, ASSISTANCE, FUNDING, RESOURCES,
COOPERATION OR OTHER FORM OR METHOD OF PARTICIPATION OR
ENCOURAGEMENT, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) CAUSE,
PERSUADE OR INDUCE ANY OF YOUR RELATED PARTIES OR ANY THIRD PARTY
(INCLUDING, IF APPLICABLE, MEMBERS OF YOUR GROUP) TO BRING, ASSERT, PURSUE,
MAINTAIN, JOIN IN, SUPPORT, ASSIST, FUND, LEND RESOURCES TO, OR OTHERWISE
PARTICIPATE IN ANY CLAIM, DIRECTLY OR INDIRECTLY, ARISING FROM, RELATING
TO, BASED ON OR IN CONNECTION WITH, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, THE USE AND EXPLOITATION, HOWEVER CHARACTERIZED, OF YOUR
MATERIALS (AS DEFINED IN THE TERMS AND CONDITIONS), IN WHOLE OR IN PART
(INCLUDING AS INCORPORATED INTO DERIVATIVE WORKS (AS DEFINED IN THE
TERMS AND CONDITIONS) ON THE PLATFORM), DIRECTLY OR INDIRECTLY, THROUGH
THE PLATFORM DURING THE TERM (AS DEFINED IN THE TERMS AND CONDITIONS),
WHETHER OR NOT YOUR MATERIALS OR OTHER COPYRIGHTED MATERIALS ARE
EMBODIED IN ANY DIGITAL FILES, AT ANY TIME. NOTHING CONTAINED IN THIS
PARAGRAPH LIMITS YOUR RIGHT TO BRING A CLAIM AGAINST SOUNDCLOUD TO
ENFORCE THESE TERMS AND CONDITIONS.
THESE TERMS AND CONDITIONS INCORPORATE A MANDATORY ARBITRATION
PROVISION THAT, AS FURTHER SET FORTH IN THESE TERMS AND CONDITIONS
BELOW (AND SUBJECT TO THE EXCEPTIONS SET FORTH THEREIN), REQUIRES THE USE
OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN
JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY
KIND.
During the Term, these Terms and Conditions shall supersede all prior and
contemporaneous negotiations, understandings, and agreements between the
Parties with respect to SoundCloud Premier monetization. Your Controlled Works on
the Platform in the Territory. During the Term, in the event of a conflict between
these Terms and Conditions and the SoundCloud Terms of Use, these Terms and
Conditions prevail to the extent of such conflict. If You are a party to a Content
Distribution Agreement between You and SoundCloud dated prior to the date you
click Agree, You hereby agree that (i) such Content Distribution Agreement is
hereby terminated effective on expiry of the calendar month immediately preceding
the calendar month you click Agree and (ii) “Start Date” means the first day of the
calendar month you click Agree.

Changes to these Terms and Conditions

We may, at any time and without liability, modify or discontinue all or part of the
SoundCloud Premier monetization program; change, modify or waive any fees in
connection with the program; or offer opportunities to some or all program
participants. Additionally, because we expect to update SoundCloud Premier
monetization regularly, including the types of content that may be eligible for
monetization and the types of monetization opportunities we may offer Artists, we
reserve the right to modify these Terms and Conditions at any time by notifying You
of such changes by any reasonable means, including by posting the revised Terms
and Conditions through the Platform. Any such changes will not apply to any
dispute between You and us arising prior to the date on which we posted the
revised Terms and Conditions incorporating such changes, or otherwise notified
You of such changes. Your continued participation in the SoundCloud Premier
monetization program following any changes to these Terms and Conditions will
constitute Your acceptance of such changes. . It is Your responsibility to check these
Terms and Conditions on the Platform from time to time for updates. We may
provide links for You to access a copy of these Terms and Conditions (and updates
we may issue), but it is Your responsibility to maintain copies of the most current
Terms and Conditions for Your records. The “Last Amended” legend on the version
of these Terms and Conditions posted to the Platform will indicate when these
Terms and Conditions were last changed.

Territory; Scope

SoundCloud may monetize Artists’ Content in the countries identified here (the
“Territory”). SoundCloud may add or remove countries from the Territory by
updating this list from time to time; it is Your responsibility to check this list
periodically for changes.
To the extent that You make available Content on the Platform in any country(ies)
outside of the Territory, You are subject to the SoundCloud Terms of Use (and, for
clarity, not these Terms and Conditions) with respect to such Content in such
country(ies), and You hereby direct us to host, store and make available such
Content in such country(ies) pursuant to the SoundCloud Terms of Use.

Term; Termination; Suspension; License and Survival

These Terms and Conditions shall apply to You and SoundCloud from the Start Date
through the End Date (the “Term”).
You may end Your participation in SoundCloud Premier monetization by submitting
a support request form tohttps://help.soundcloud.com/hc/en-
us/requests/new clearly indicating that You wish to stop participating in
SoundCloud Premier monetization. If you cancel Your subscription to SoundCloud
Pro or SoundCloud Pro Unlimited (collectively, “SoundCloud Pro”) You will be
deemed to have simultaneously sent us notice that You have ended Your
participation in SoundCloud Premier monetization.
We may end Your participation in SoundCloud Premier monetization: (i) for no
reason or any reason, on 30 days’ prior notice counted from the date we send You
an email to the most current email address that we have on file for You; provided,
however, that with respect to a Group, notice will only be sent to the Group member
or manager who accepted these Terms and Conditions on behalf of the Group; or (ii)
without advance notice, if we believe that You have failed to comply with these
Terms and Conditions including, without limitation, if we receive a notification from
a third party in accordance with our reporting processes or applicable law that any
of Your Content infringes the copyright or other rights of such third party, or if we
believe that Your behavior violates our Community Guidelines, and in which case we
reserve the right to remove any or all of Your Content from the Platform.
In addition, we reserve the right to suspend Your participation in SoundCloud
Premier monetization, and without advance notice, if You fail to pay any
SoundCloud Pro subscription fees which have been duly charged.
Further, we may terminate these Terms and Conditions or suspend Your
participation in SoundCloud Premier monetization without prejudice to any rights or
remedies we may have at law or in equity.
If You end Your participation in SoundCloud Premier monetization or if You cancel
Your Subscription to SoundCloud Pro, Your Content shall not be eligible for
monetization, the Term shall end, and You hereby direct us as of the end of the
Term to host, store and make available Your Content on the Platform pursuant to
the SoundCloud Terms of Use for those items of Your Content that you have not
removed from the Platform as of or following the end of the Term.
If we: (a) end Your participation in SoundCloud Premier monetization, or (b) suspend
Your participation in SoundCloud Premier monetization for failure to pay
SoundCloud Pro subscription fees which were duly charged, Your Content shall not
be eligible for monetization. In the case of (a), above, the Term shall end and You
hereby direct us as of the end of the Term to host, store and make available Your
Content on the Platform pursuant to the SoundCloud Terms of Use for those items
of Your Content that you have not removed from the Platform, provided that we
have not exercised our right above to remove all of Your Content from the Platform.
In the case of (b), above, during the period of suspension, we may continue to host,
store and make available Your Content on the Platform pursuant to the rights
granted by You to us in these Terms and Conditions (but will have no obligations
hereunder with respect to Your Content), until You have cured the default which
caused the suspension, and provided that we may elect to end Your participation in
SoundCloud Premier monetization at any time during the suspension period.
SoundCloud will, within 45 days after the end of the last accounting period of the
Term, issue a final statement together with payment for any amounts that may be
due to You under these Terms and Conditions. The following named sections
survive termination or expiry of these Terms and Conditions: “RELEASE OF CLAIMS
AND COVENANT NOT TO SUE”; “Term; Termination; Suspension; License and
Survival”; “Ownership”; “Third Party Rights”; “Indemnification”; “Withholding and
Offset of Royalty Payments”; “Limitation of Liability”; “Confidentiality”; “Governing
Law”; “Mandatory Binding Arbitration”; “Disputes”; “Notices”; “Miscellaneous”; and
“Certain Definitions”.

License

So that we may monetize Your Content on the Platform as contemplated in these


Terms and Conditions, You hereby irrevocably grant to SoundCloud and its Related
Parties during the Term the non-exclusive, assignable (as set forth herein),
sublicenseable (through multiple levels) right and license in the Territory (subject to
the geographic restrictions You set for Your Controlled Works) to: ; (i) (A) reproduce,
host, store, transmit, stream, perform and display (publicly or otherwise) and make
available Your Materials via the Platform, (B) reproduce, transmit, host, store,
distribute and make available temporary local storage copies embodying Your
Materials, via the Platform, and (C) to the extent You designate Your Materials as
available for permanent download in all or some of the countries within the
Territory, reproduce, transmit, host, store, distribute and make available permanent
downloads embodying Your Materials via the Platform in connection with such
countries; (ii) (A) reproduce, transmit, host, store, distribute, perform and display
(publicly or otherwise) and make available any of Your Content that corresponds to
Your Materials, and (B) otherwise reproduce, transmit, host, store, distribute,
perform and display (publicly or otherwise) and make available (whether via stream,
temporary local storage copies or downloads) Your Content in any format, media or
distribution channel now known or later discovered to promote the availability of
Your Materials on the Platform; (iii) so that users who have added Your Content to
their playlists are not negatively affected by Your removal of such Content, to
stream excerpts of Your Content via the Platform of Your Controlled Works you have
removed; (iv) to sell time-limited access to, advertisements against and
sponsorships of Your Materials in connection with the Platform; and (v) otherwise
use Your Materials as reasonably necessary for SoundCloud to perform its
obligations including through its Related Parties and contractors and to exercise its,
and to allow its sublicensees to exercise their, rights hereunder including, without
limitation, for promotional purposes. You agree that You will not seek to restrict or
prevent us, our Related Parties and our and their sublicensees from exercising any
and all of the rights granted by You under these Terms and Conditions, including
through the exercise of any “moral rights” or other rights that you may have in Your
Content under any applicable law under any legal theory, and you hereby irrevocably
waive such all such rights with respect to the exploitation of Your Content
hereunder.

Payments and Statements

In consideration for Your participation in SoundCloud Premier monetization, You


authorize SoundCloud to retain a portion of the revenues produced thereby, subject
to SoundCloud’s obligation to remit to You Your Net Revenues pursuant to the
terms and conditions herein. SoundCloud’s obligation to remit to You Your Net
Revenues is subject to Your compliance with Your obligations in these Terms and
Conditions. SoundCloud will calculate Your Net Revenues on a monthly, quarterly or
another accounting period basis SoundCloud elects to use. SoundCloud may, in its
sole discretion, calculate Your Net Revenues (including all other terms used to
calculate Your Net Revenues): on a country-by-country basis and/or on a Tier-by-
Tier basis. Other than Your Net Revenues, no additional fees, amounts or
consideration of any kind, shall be owed to You by SoundCloud, directly or
indirectly, in connection with Your Content (other than to the extent SoundCloud is
responsible under “Third Party Rights” in respect of Your Compositions). Each Party
is responsible for collecting and remitting any and all applicable taxes due in
connection with the sale or license of such Party’s goods or services to its
customers. Except with respect to Your obligations in the “Third Party Rights”
section below, neither Party will be liable for any taxes, duties, levies, fees, excises
or tariffs incurred in connection with or related to the sale of the other Party’s
goods or services. In no event will monetization opportunities available to Artists
include revenues from SoundCloud Pro or advertising on upload page ad revenues,
home page takeovers, promoted searches, promoted tracks and playlists, app take-
overs, run of site ads with no direct connection to content and/or any other
advertising, sponsorships and promotions not directly tied to an item of an Artist’s
content. You acknowledge that, notwithstanding anything herein, we make no
representations or warranties that any of Your Content will be monetized (or
exploited) on the Platform nor do we have any obligation hereunder to do so.
Within 45 days after the end of each accounting period during the Term,
SoundCloud will provide You with a statement (via email or SoundCloud®) in respect
of Your Net Revenues for such accounting period. Notwithstanding anything herein,
SoundCloud may withhold any and all sales, use, excise, purchase, value-added or
similar taxes, or other amounts as may be required under applicable law, from
amounts payable to You hereunder, without obligation to gross-up payments to
You or indemnify You or Your affiliates in respect of such withholdings. All amounts
hereunder will be computed and determined in United States Dollars, British
Pounds, or Euros, as SoundCloud may select, and SoundCloud may compute
currency conversions using conversion rates published by third parties.
Notwithstanding anything herein, in the event that Your Net Revenues for a
particular accounting period is less than USD $100, SoundCloud may withhold such
amount and aggregate it with future amounts due to You hereunder, until after the
accounting period when Your Net Revenues is equal to or greater than USD $100.
Your Net Revenues will be remitted to the PayPal account You designate in
SoundCloud®. If You have entered into these Terms and Conditions on behalf of a
Group, or if You are a member or manager of a Group, as between You and
SoundCloud, You shall be solely responsible for the allocation and distribution of
Your Net Revenues among the members of the Group. SoundCloud will be deemed
to have fulfilled all obligations to remit to You hereunder, where payment is made
to the PayPal account You designate in SoundCloud®.
Each statement SoundCloud provides to You will be considered final and
incontestable six (6) months from the date such statement is provided by
SoundCloud if You do not provide written notice of any objections to such
statement to SoundCloud within that period of time.

Rights and Obligations

You will comply with all applicable laws (including the regulations and rules of any
guilds, unions or other collectives) in the performance of Your obligations under
these Terms and Conditions.
Concurrent with each upload, You will provide metadata required to monetize Your
Controlled Works (including Music Tracks’ ISRC codes and publishing information,
etc.).
You shall not, whether directly or indirectly, interfere with the normal operation of
SoundCloud® for example by causing Plays of Content on the Platform to be made
in an automated or fraudulent manner (for example, with the use of an application
or bot intended to artificially increase Plays); nor shall You, whether directly or
indirectly, pay or offer consideration to others to access Content on the Platform.
SoundCloud may use third party contractors to operate (e.g., hosting, storing,
transmitting, etc.) all or any part of the Platform or the Services.
SoundCloud may advertise, promote and offer for sale its consumer and B2B
offerings at any retail prices it chooses. SoundCloud may discontinue any or all
consumer and B2B offerings in any or all country(ies), at any time.
You acknowledge that SoundCloud maintains (i) a notice and takedown process
available to the general public, and (ii) a process for terminating the accounts of
repeat infringers. Notwithstanding anything in these Terms and Conditions,
SoundCloud may at any time remove one or more particular Tracks or other content
from the Platform (for clarity, including Your Content), or suspend, limit or end Your
participation in SoundCloud Premier monetization, if SoundCloud receives a
takedown notice or if SoundCloud knows or has reason to believe that such Track(s)
or other content are in violation of applicable law, these Terms and Conditions, or
could expose SoundCloud to potential liability.
Notwithstanding anything herein, SoundCloud’s obligations in these Terms and
Conditions in respect of Your Content (including as may be set forth below in the
“Third Party Rights” section) are limited to the Territory.

Ownership

As between You and SoundCloud, except as set forth in these Terms and
Conditions, all rights in and to Your Content are hereby reserved to You. You have
the right at any time to remove via SoundCloud® Your Content from the Platform in
Your sole discretion.
As between You and SoundCloud, all right, title and interest (including intellectual
property rights) in and relating to the Service, including our names and trademarks
and any and all user and usage data generated in connection with the Service and
Your Materials, are owned exclusively by us and may be used and disclosed by us
and our Related Parties (including for marketing purposes), and no ownership
interest in any of the foregoing is being transferred to You or any other person or
entity by virtue of these Terms and Conditions.

Third Party Rights

As between You and SoundCloud, except to the extent otherwise expressly stated
hereunder, SoundCloud will be responsible for obtaining and administering all
Publishing Rights in order for SoundCloud to perform its obligations to You
hereunder. Notwithstanding the foregoing, such obligation to obtain and administer
is contingent upon Your providing accurate publishing information to SoundCloud
on upload of Your Controlled Work, as necessary for SoundCloud to determine and
obtain the applicable Publishing Rights. You will provide SoundCloud with all
reasonable assistance in obtaining and administering Publishing Rights. To the
extent You cannot or do not provide such information, You will be responsible for
obtaining and administering the applicable Publishing Rights. SoundCloud may at
any time remove, or decline to make available or monetize, any of Your Controlled
Works for which SoundCloud has not yet obtained (or has otherwise lost) the
applicable Publishing Rights.
As between You and SoundCloud, You are responsible for timely acquiring,
administering, and maintaining (i) any and all necessary sound recording and
master licenses and consents, and for clearing all rights with respect to, and making
all associated payments due to, any and all musicians, producers, remixers,
directors and any other person whose recording contributions are embodied within
Your Controlled Works and any guilds or unions, in respect of the use and
monetization of Your Controlled Works via SoundCloud®, (ii) any and all payments
to any sound recording rights collective or similar body required as a result of the
use of Your Controlled Works hereunder (e.g., for so-called performer’s rights,
equitable remuneration rights, neighboring rights, etc.), and (iii) any and all rights in
Compositions that are embodied (in whole or in part) in Your Controlled Works,
including Your Compositions, other than those Publishing Rights that SoundCloud is
obligated to obtain as set forth in the preceding paragraph.
“Publishing Rights” means all rights, consents, licenses and permissions necessary
for the reproduction, delivery, distribution, transmission, communication to the
public, making available and/or public performance, however characterized, in the
applicable country of the Territory, as applicable, of Compositions (that, with
respect to the United States, are licensable under 17 U.S.C. § 115) embodied in Your
Controlled Works You make available for monetization in SoundCloud Premier
monetization, but excluding in any case (i) any such rights necessary for any
permanent downloads that You choose to make available via the Platform, (ii) any
such rights necessary for the initial creation and upload of Your Controlled Works to
the Platform, and (iii) any such rights necessary for the use of Your Controlled
Works to the extent You do not make them available for monetization on the
Platform.

Representations and Warranties

At all times, You represent, warrant and covenant on a present and continuing basis
that: (i) Your Materials, as well as any and all other content, information (including
metadata) and other materials You provide to SoundCloud pursuant to these Terms
and Conditions, and the use thereof by SoundCloud in accordance with these Terms
and Conditions, do not and will not violate any applicable law or infringe or violate
any proprietary or intellectual property rights of any person or entity, including
copyrights, trademark rights, performer’s rights and rights of publicity and privacy;
(ii) You have the full right and authority to act, in accordance with these Terms and
Conditions, on behalf of any and all owners of any right, title or interest in and to
Your Materials; (iii) You created and prepared Your Materials in compliance with all
applicable laws; (iv) You own or control the necessary rights in order to upload all of
Your Materials, to make available Your Materials for exploitation on the Platform
and the Services and inclusion in SoundCloud Premier monetization, and to
authorize SoundCloud, its Related Parties and contractors to host, distribute, use,
monetize and otherwise exploit such Content as contemplated herein, and that such
authorized activities will not violate or infringe the rights of any third party; (v) all
Your Controlled Works are licensable in the United States under 17 U.S.C. §115; and
(vi) You are in full and complete compliance with the Community Guidelines.
THE PLATFORM, SERVICE AND SOUNDCLOUD PREMIER MONETIZATION ARE
PROVIDED TO YOU ON AN “AS-IS,” “WHERE-IS” AND “WHERE AVAILABLE” BASIS,
WITHOUT ANY EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND.
SOUNDCLOUD AND ITS RELATED PARTIES DISCLAIM ALL STATUTORY OR IMPLIED
WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS AS TO THE QUALITY,
PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PLATFORM, SERVICE, SOUNDCLOUD PREMIER
MONETIZATION OR ANY ELEMENTS THEREOF.

Indemnification

You agree to defend, indemnify and hold harmless SoundCloud and our Related
Parties and sublicensees from and against any and all Losses due to any Claim by a
third party (including, without limitation, Group members): (i) based on an
allegation that, if true, would constitute a breach by You of these Terms and
Conditions, including any warranty, representation, agreement or covenant You
make in these Terms and Conditions; (ii) any Claim that one or more items of Your
Materials infringe or violate the rights of any third party, but excluding our
obligations to acquire Publishing Rights solely as required herein; or (iii) any Claim
arising from or relating to a dispute between or among members of a Group with
which You are associated.
SoundCloud agrees to defend, indemnify and hold harmless You and Your Related
Parties from and against any and all Losses due to any Claim by a third party based
on allegations that, if true, would constitute a breach by SoundCloud of these Terms
and Conditions, including any warranty, representation, agreement or covenant
made in these Terms and Conditions by SoundCloud.
The persons and entities entitled to be indemnified under the above two paragraphs
(individually and collectively, “Indemnitee”) will: (i) promptly inform the
indemnifying Party under the above two paragraphs (“Indemnitor”) of each Claim
with respect to which it seeks indemnity, (ii) furnish to the lndemnitor a copy of
each communication, notice or other action related to such Claim, and (iii) give the
Indemnitor the authority, information and reasonable assistance necessary to settle
or litigate such Claim, using counsel selected by the Indemnitor (provided, however,
that the Indemnitee may participate in the defense of such suit or proceeding with
counsel of its choice, at the Indemnitee’s sole cost). Any settlement of any such
Claim by the Indemnitor that imposes any requirements on the Indemnitee, or which
involves agreements other than the payment of money by the Indemnitor and
receipt of a full release for the benefit of the Indemnitor and the lndemnitee, is
subject to the Indemnitee’s written consent.

Withholding and Offset of Royalty Payments

Without waiving any right or remedy available to SoundCloud pursuant to these


Terms and Conditions or otherwise: (a) if any potential Losses are alleged for which
You are obligated to indemnify us or any of our Related Parties, we have the right to
withhold, or require You to reimburse us for, amounts otherwise payable to You
under these Terms and Conditions in an amount reasonably related to such Losses
and to deduct therefrom any payments otherwise required to be made under these
Terms and Conditions; and (b) if we overpay You or pay You amounts to which You
were not entitled, we have the right to withhold, or require You to reimburse us for,
amounts otherwise payable to You under these Terms and Conditions, in an amount
equal to the amount of the overpayment or improper payment, as applicable, and to
deduct therefrom any payments otherwise required to be made under these Terms
and Conditions.

LIMITATION OF LIABILITY

WITHOUT LIMITING ANY INDEMNITY OBLIGATIONS OF THE PARTIES HEREUNDER AND


OTHER THAN AS A RESULT OF A BREACH OF THE CONFIDENTIALITY OBLIGATIONS
HEREUNDER: (i) SOUNDCLOUD WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR SPECIAL DAMAGES,
ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, INCLUDING
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, AND THE LIKE, EVEN IF YOU HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES; AND (ii) SOUNDCLOUD’S TOTAL AGGREGATE
LIABILITY TO YOU UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE
GREATER OF ONE HUNDRED UNITED STATES DOLLARS (US$100) OR YOUR NET
REVENUE FOR THE TWELVE MONTH PERIOD PRECEDING THE FIRST EVENT GIVING
RISE TO SOUNDCLOUD’S LIABILITY.

Confidentiality

As used in these Terms and Conditions, “Confidential Information” means any non-
public information, non-public beta features, statements, data, usage reports or
other materials provided by one Party to the other in connection with these Terms
and Conditions (other than Your Content and other information intended for storage
and display to end users of SoundCloud®). Except with the prior written consent of
the disclosing Party, neither Party may use or disclose any Confidential Information
other than to such Party’s employees and independent contractors or advisors who
are bound by an agreement to limit use and disclosure of Confidential Information
consistent with this provision, in each case, with a need to know in order to fulfill
such Party’s obligations or, in the case of SoundCloud, exploit its rights, hereunder,
and/or legal and/or written obligations to third parties. Notwithstanding the
foregoing, nothing in these Terms and Conditions prohibit or limit either Party’s use
or disclosure of information (a) previously known to it by lawful means without
obligation of confidence, (b) independently developed by or for it without use of or
access to the other Party’s Confidential Information, (c) acquired by it from a third
party which, to the reasonable knowledge of the receiving Party, is not under an
obligation of confidence with respect to such information, (d) which is or becomes
publicly available through no breach of these Terms and Conditions or (e) in
connection with any legal, governmental or administrative proceeding, provided that
prior written notice of such disclosure is furnished to the non-disclosing Party in
order to afford such non-disclosing Party a reasonable opportunity to seek a
protective order (it being agreed that if the non-disclosing Party is unable to obtain
or does not seek a protective order, disclosure of such information in such
proceeding may be made without liability), which such information is required to be
disclosed by operation of law, court order or other governmental demand, solely to
the extent required to comply with such law, order or demand.

Governing Law

Except as otherwise expressly provided in the following section, these Terms and
Conditions, and any dispute arising under or related to these Terms and Conditions
or SoundCloud Premier monetization, are governed by the laws of the United States
(including federal arbitration law) and the State of New York, without regard to New
York’s principles of conflicts of law, or any rules of private international law, that
would lead to the application of any other laws. These Terms and Conditions will
not be governed by the U.N. Convention on Contracts for the International Sale of
Goods.

Mandatory Binding Arbitration; Disputes

If You are an individual (including a Group member) who is not a resident of a


member state of the European Union, or if You are a professional musician or an
Entity, or if any claim or dispute in connection with these Terms and Conditions or
Your participation in SoundCloud Premier monetization (each, a “Dispute”) arises in
connection with Your participation in the program other than in the European Union,
the following will apply:
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES
ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY ASPECT
OF THE RELATIONSHIP BETWEEN YOU AND US HEREUNDER, WHETHER BASED IN
CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL
THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A
NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU
AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU
AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN
INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED
AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS
ACTION. The arbitration will be administered on an individual basis (i.e., not as a
class arbitration or class action) by the American Arbitration Association (“AAA”).
If You are a professional musician, an Entity or an individual participating in
SoundCloud Premier monetization on behalf of, or for the benefit of, an Entity, the
arbitration will be administered under AAA’s then applicable Commercial Arbitration
Rules of the American Arbitration Association (as amended by these Terms and
Conditions) under Rule E-6 (Proceedings on Documents and Procedures for the
Resolution of Disputes Through Document Submission) and, for clarity, in no event
will any arbitration require the exchange or production of information (for example
under Rule R-22 of such arbitration rules). Further, the arbitrator will conduct all in-
person hearings in the County of New York in the State of New York.
If You are an individual who is not a professional musician, does not reside in the
European Union, and is not participating in SoundCloud Premier monetization on
behalf of, or for the benefit of, an Entity, the arbitration will be administered under
AAA’s then applicable Consumer Arbitration Rules (as amended by these Terms and
Conditions). The Consumer Arbitration Rules are available online at
https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. Further, (a) the
arbitrator will conduct hearings, if any, by teleconference or videoconference, rather
than by personal appearances, unless the arbitrator determines upon request by
You or by us that an in-person hearing is appropriate, (b) any in-person
appearances will be held at a location which is reasonably convenient to both
parties with due consideration of their ability to travel and other pertinent
circumstances, and (c) if the parties are unable to agree on a location, such
determination should be made by the AAA or by the arbitrator.
In all instances, the arbitrator’s decision will follow the terms of these Terms and
Conditions and will be final and binding. The arbitrator will have authority to award
temporary, interim or permanent injunctive relief or relief providing for specific
performance of these Terms and Conditions, but only to the extent necessary to
provide relief warranted by the individual claim before the arbitrator. The award
rendered by the arbitrator may be confirmed and enforced in any court having
jurisdiction thereof. You agree that the federal and state courts located in New York
County in the State of New York, U.S.A., will have such jurisdiction, and You hereby
waive any jurisdictional, venue or inconvenient forum objections to such courts.
Notwithstanding any of the foregoing, nothing in these Terms and Conditions will
preclude You from bringing issues to the attention of federal, state or local agencies
and, if the law allows, they can seek relief against us for You.
If You are a resident of a member state of the European Union and neither a
professional musician nor an Entity (including an individual participating in
SoundCloud Premier monetization on behalf of, or for the benefit of, an Entity), and
if the applicable Dispute does not arise in connection with Your participation in the
program while outside of the European Union, the following will apply: The terms of
these Terms and Conditions, and any Dispute arising under or related to the Terms
and Conditions or SoundCloud Premier monetization, are governed by the laws of
England and Wales, without regard to its principles of conflicts of law, or any rules
of private international law, that would lead to the application of any other laws, and
You agree to the exclusive jurisdiction of the courts located in London, England.
Any process in any arbitration or proceeding relating to these Terms and Conditions
shall be served upon a party by delivering it or mailing it, by registered or certified
mail or by overnight courier obtaining proof of delivery, directed to, in the case of
SoundCloud: the address for SoundCloud set forth
at https://www.soundcloud.com/imprint and, in the case of You, the address You
designate via SoundCloud®. The prevailing party in any legal action arising from or
related to these Terms and Conditions will be entitled to prompt reimbursement
from the other party for all costs and expenses (including reasonable outside
attorneys’ fees) incurred by the prevailing party in connection therewith.

Notices

Except as otherwise stated in these Terms and Conditions, all notices under these
Terms and Conditions must be in writing in order to be effective, and will be
deemed to have been duly given or made on the fifth business day in New York after
the notice is emailed, if to SoundCloud, to legal@soundcloud.com, or, if to You, to
the most current email address that we have on file for You. If You accepted these
Terms and Conditions on behalf of a Group, You will be responsible for promptly
sharing any notices or statements provided hereunder with all members of the
Group.
Miscellaneous

Nothing in these Terms and Conditions shall be construed to require the


commission or omission of any act contrary to applicable law. In the event of a
conflict between any provisions of these Terms and Conditions and any applicable
law contrary to which the Parties have no legal right to contract, such provision will
be construed in a manner consistent with applicable law and all other provisions will
remain in full force and effect. These Terms and Conditions cannot be waived,
modified or amended, in full or in part, except by such electronic updates as may be
issued by SoundCloud in its sole discretion. No waiver by a Party, whether
expressed or implied, of any provision of these Terms and Conditions or default
hereunder will affect such Party’s right thereafter to enforce such provision or to
exercise a right or remedy set forth in these Terms and Conditions in the event of
any other default, whether or not similar. The rights and remedies of each Party as
specified in these Terms and Conditions are not, unless otherwise expressly set
forth herein, to the exclusion of any other rights or remedies of such Party. Each
Party may decline to exercise one or more of its rights and remedies as it may deem
appropriate without jeopardizing any other of its rights or remedies.
Notwithstanding anything herein, but without limiting in any way the section named
“RELEASE OF CLAIMS AND COVENANT NOT TO SUE”, each of the Parties may at any
time exercise any right it now has or at any time hereafter may be entitled to as a
member of the public as though these Terms and Conditions were not in existence.
Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or
any similar expression shall be construed as illustrative and shall not limit the sense
of the words, description, definition, phrase or term preceding or following those
terms. The section headings used herein are solely for convenience and are not to
be used in the construction of these Terms and Conditions. Unless the context
otherwise requires, words in the singular shall include the plural and in the plural
shall include the singular. Unless the context otherwise requires, a reference to one
gender shall include a reference to the other genders. A reference to a statute or
statutory provision is a reference to it as amended, extended or re-enacted from
time to time. A reference to a statute or statutory provision shall include all
subordinate legislation made from time to time under that statute or statutory
provision. These Terms and Conditions will be binding upon and inure to the benefit
of the Parties and their permitted successors and assigns. You may not assign these
Terms and Conditions or any or all of Your rights and/or obligations hereunder, in
whole or in part, whether by operation of law or otherwise, to a third party, without
the prior written consent of SoundCloud. Any assignment in contravention of the
foregoing sentence shall be deemed null and void ab initio. A merger, change of
control, reorganization (in bankruptcy or otherwise) or stock sale of a controlling
interest in You shall be deemed an “assignment” requiring such consent, regardless
of whether You are the surviving entity. Notwithstanding anything herein,
SoundCloud may assign these Terms and Conditions or all or any of its rights, or
delegate or otherwise transfer all or any of its obligations or performance hereunder
to any third party, with or without notice to You. No person or entity not a Party to
these Terms and Conditions has any rights or remedies under these Terms and
Conditions, whether as a third party beneficiary or otherwise. You and we have and
will have the status of independent contractors hereunder. Accordingly, there is no
joint venture, partnership, agency, employer-employee or fiduciary relationship
existing between You and us, and neither You nor us intend to create any such
relationship by these Terms and Conditions.
Certain Definitions

The following terms have their meanings ascribed as follows:


“Advertising and Subscription Revenues” means net advertising monies actually
received by SoundCloud (i.e., less taxes (including, without limitation, VAT), fees
and sales commissions paid to ad service providers and other third parties, refunds,
chargebacks, etc. and excluding revenues from SoundCloud Pro or advertising on
upload page ad revenues, home page takeovers, promoted searches, promoted
tracks and playlists, app take-overs, run of site ads with no direct connection to
content and/or any other advertising, sponsorship or promotions not directly tied to
an item of an Artist’s content) from the free-to-the-user portion of SoundCloud®
and net listener subscription monies actually received by SoundCloud, in each case,
to the extent reasonably allocable to Plays of Controlled Works via the Platform in
the applicable countries of the Territory during the Term.
“Claim” means all actions, regulatory or other government investigations (e.g., by
the Federal Trade Commission or a state Attorney General, etc.), suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
controversies, disputes between or among Group members (or any manager or
others associated with a Group), disputes between an Entity and any individual or
Group with which such Entity is associated, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims and demands
whatsoever, known or unknown, in law or equity.
“Composition” means a single musical composition or dramatic, literary or other
work, irrespective of length, including all lyrics, spoken words and bridging
passages.
“Controlled Work” means an item of Content that is a Track (i) (A) in respect of
which the Artist who uploaded the Track represents and warrants to SoundCloud
that such Artist owns or controls all rights in the sound recording underlying such
Track, and (B) if the Track is a Music Track, in respect of which the Artist who
uploaded the Track has provided SoundCloud with the Music Track’s unique ISRC
code and all publishing information requested via SoundCloud®; or (ii) that has
been uploaded for use on the Service by or on behalf of a music-industry partner
with whom SoundCloud has an agreement (including, by a record label, independent
artist, distributed label, aggregator or via a distributed label official account, etc.);
or (iii) that is identified in good faith by SoundCloud, either through metadata tags,
SoundCloud’s proprietary audio classification software, or otherwise (including via a
combination of the foregoing), as being musical in nature, or non-musical but
owned or controlled by a music-industry partner with whom SoundCloud has an
agreement. For clarity, Controlled Works do not include Derivative Works of Music
Tracks uploaded by SoundCloud® end users to the Platform.
“Derivative Work” has the meaning ascribed in 17 U.S.C. § 101.
“Losses” means any and all liabilities, damages, awards, settlements, losses, claims,
suits, proceedings, assertions and expenses including court costs, reasonable third
party legal fees and third party costs of investigation.
“Music Track” means a Track that (i) has been uploaded to the Platform by or on
behalf of a music-industry rights holder, whether or not such Track contains
musical compositions; (ii) is identified as being musical in nature by the Artist
uploading such Track; or (iii) is identified in good faith by SoundCloud, either
through metadata tags, SoundCloud’s proprietary audio classification software, or
otherwise (including via a combination of the foregoing), as being musical in nature,
or non-musical but controlled by a music-industry rights holder.
“Party” refers to You or SoundCloud, individually, and “Parties” refers to You and
SoundCloud, collectively.
“Play” means a play of a track (whether rendered via a stream or via a temporary
local storage copy of a track) by an end user for a duration not less than 30
seconds. Notwithstanding anything herein, preview clips (or other excerpts) of a
Track are not counted in the foregoing.
“Related Parties” means, with respect to a party, such party and such party’s past
and present parents, subsidiaries, affiliates, divisions, components, and each of
their respective officers, agents, investors, shareholders, clients, representatives,
insurers, past and present employees, partners, directors, controlling persons,
advisors and permitted assigns, including with respect to You, artists.
“Tier” refers to the free-to-the-user portion of SoundCloud® and/or a listener
subscription offering by SoundCloud.
“Track” means a particular copy of a sound recording uploaded to the Platform.
“Your Composition” means a Composition contained in Your Controlled Work, solely
to the extent owned or controlled by You in the applicable country of the Territory.
Notwithstanding anything herein, SoundCloud’s obligations in these Terms and
Conditions in respect of Your Controlled Works are limited to the Territory.
“Your Controlled Work” means a Controlled Work that You upload to the Platform.
“Your Gross Revenues” has the meaning set forth above.
“Your Materials” means Your Controlled Works, any Content associated with or
relating thereto (including Your Compositions, metadata, song names, composer
names, artists’ names, performers’ names, Group names, producers’ names, album
artworks and Your name, image, likeness and biographical information).
“Your Net Revenues” has the meaning set forth above.
“Your Pro Rata Share” means a fraction the numerator of which is the aggregate
number of Plays of Your Controlled Works and the denominator of which is the
aggregate number of Plays of all Controlled Works. Your Pro Rata Share is calculated
solely with respect to Controlled Works which are available to be monetized.

By clicking “Agree”, You represent and warrant that You have read and understood
these Terms and Conditions, including, without limitation, the RELEASE OF CLAIMS
AND COVENANT NOT TO SUE (above) and arbitration provision and class action
waiver (above), will abide by them, and that You are:
(i) a natural person and 18 years of age (or the applicable age of majority in Your
jurisdiction, if other than 18) or older, and are entering into these Terms and
Conditions in your individual capacity; or
(ii) a natural person and 18 years of age (or the applicable age of majority in Your
jurisdiction, if other than 18) or older, and:
(A) are a member of a Group, and are entering into these Terms and Conditions
both in your individual capacity and as a member of such Group, and you hereby
represent, warrant and covenant on a present and continuing basis that you have
the legal authority to enter into these Terms and Conditions on behalf of the Group
and each individual member thereof, and to bind the Group and each individual
member thereof to these Terms and Conditions, and that each member of the
Group is a natural person and 18 years of age (or the applicable age of majority in
such member’s jurisdiction, if other than 18); or
(B) the manager of a Group, are entering into these Terms and Conditions on behalf
of such Group, and you hereby represent, warrant and covenant on a present and
continuing basis that you have the legal authority to enter into these Terms and
Conditions on behalf of the Group and each individual member thereof, and to bind
the Group and each individual member thereof to these Terms and Conditions, and
that each member of the Group is a natural person and 18 years of age (or the
applicable age of majority in such member’s jurisdiction, if other than 18); or
(iii) an Entity, and the individual entering into these Terms and Conditions on behalf
of such Entity is a natural person 18 years of age (or the applicable age of majority
in such person’s jurisdiction, if other than 18) or older and hereby represents,
warrants and covenants on a present and continuing basis that he or she has the
legal authority to enter into these Terms and Conditions on behalf of the Entity and
to bind the Entity to these Terms and Conditions.
If You are entering these Terms and Conditions on behalf of a Group, You shall
provide us, upon our request, with written confirmation from each member of such
Group that such member is bound hereunder.

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