Beruflich Dokumente
Kultur Dokumente
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.
Your Gross Your Pro Rata Share of 55% of Advertising and Subscription
Revenues Revenues
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.
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.
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
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.
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.
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.
LIMITATION OF 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.
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
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.