SoundCloud Premier

monetization Terms and

Conditions (these “Terms
and Conditions”):
Welcome to SoundCloud Premier monetization (“SoundCloud
Premier monetization” or “Program”), 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 at this time.
Key features of SoundCloud Premier monetization include:
• Artist-Controlled Content Selection: You determine which content
that You own or control will be subject to SoundCloud
Premier monetization;
• Artist-Retained Content Ownership: You retain complete
ownership of Your content; as part of the SoundCloud
Premier monetization program, You agree to grant to
SoundCloud temporary rights to use Your content, as set
forth in the “License” section below;
• No Exclusivity: The rights that we receive to Your content are
non-exclusive, so You retain the right to use any other
platform or service to distribute Your content, as set forth in
the “License” section below;
• Revenue Share: You will receive revenues based on Your pro rata
share of 55% of net advertising and subscription revenues
received by SoundCloud that are allocable to plays of
controlled works, as set forth in the “Payments and
Statements” section below;
• Payment Schedule: For each calendar month during your
participation in the Program, SoundCloud will pay any
royalties due to You hereunder net 45 days, as set out in the
“Payments and Statements” section below;
• Term and Artist Cancellation Rights: You may end Your
participation in the Program at any time by notifying
SoundCloud in the manner set out in the “Terms;
Termination; Suspension; and Survival” section below; and
• Program Notifications: As set forth in the “Changes to Terms and
Conditions” section below, although we may modify these
Terms and Conditions from time to time, we will provide You
with notice via email two (2) weeks prior to such
modifications taking effect, per the existing process for
SoundCloud Terms of Use changes.
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.

Program Eligibility

To be eligible to participate in the Program, 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”). Further, to be eligible, (y) Your content that would be
made available in connection with the Program cannot be subject
to an existing, exclusive agreement or arrangement with a third
party (this is because, if You have given exclusive rights in Your
content to someone else, You cannot provide SoundCloud with
non-exclusive rights hereunder) and (z) You must be a subscriber
to SoundCloud Pro or Pro Unlimited and current in Your
subscription payments.
If you are a natural person or Entity participating in the Program
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 the Program 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 the Program
beginning on the Start Date through the End Date (capitalized
terms have the meaning set forth in the “Certain Definitions”
section below).

Terms and Conditions

By clicking “Agree”, below, You are entering a legally binding

agreement with respect to Your (and, if applicable, Your Group or
Your Entity’s) participation in the Program, and agreeing to be
governed by these Terms and Conditions (below).
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. 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 Terms and Conditions

Any time we change these Terms and Conditions, we will provide

You with two (2) weeks’ notice, as set forth below.
From time to time, we may update the Program, including the
types of content that may be eligible for monetization and the
types of monetization opportunities we may offer Artists; so we
reserve the right to modify these Terms and Conditions by
notifying You of such changes two (2) weeks prior to the
modifications taking effect by email to the most current email
address that we have on file for You (if You are with a Group, You
will need to share any such email with other Group members)
(“Your Email”). 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 Program following the end of the two-week
notification period will constitute Your acceptance of such
changes; however, if you object to the revised Terms and
Conditions, you are free to exercise Your termination rights as set
forth below and end your participation in the Program. 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.

License
You retain complete ownership of Your Content. As part of the
Program, You agree to grant to SoundCloud certain non-exclusive
rights to use Your content during Your participation in the
Program. As this license is entirely non-exclusive, you are free to
use any other service or platform to monetize your content.
Further, You have the right at any time to remove via SoundCloud
any of Your Content from the Platform in Your sole discretion. In
order to monetize Your Content on the Platform as contemplated
in these Terms and Conditions, we need to obtain certain rights
from You in Your Content on a non-exclusive basis while you
participate in the Program.
Accordingly, You hereby 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, stream excerpts of Your Content
via the Platform of Your Controlled Works you have removed; (iv)
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 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

As set out in this section, and subject to these Terms and

Conditions, You will receive revenues based on Your pro rata share
of 55% of net advertising and subscription revenues received by
SoundCloud reasonably allocable to plays of controlled works
under the Program, and any revenues due to You hereunder in
connection with a particular calendar month will be paid within 45
days following the end of such month.
In consideration for Your participation in the Program, You
authorize SoundCloud to retain a portion of the revenues
produced thereby, subject to SoundCloud’s obligation to remit to
You Your Revenues pursuant to the terms and conditions herein.
SoundCloud’s obligation to remit to You Your Revenues is subject
to Your compliance with Your obligations in these Terms and
Conditions. SoundCloud will calculate Your Revenues on a
calendar month accounting period basis. SoundCloud will
calculate Your Revenues (including all other terms used to
calculate Your Revenues) on a country-by-country basis and on a
Tier-by-Tier basis. Other than Your Revenues, no additional fees,
amounts or consideration shall be owed to You by SoundCloud 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.
Within 45 days after the end of each calendar month accounting
period during the Term, SoundCloud will provide You with a
statement to Your Email in respect of Your Revenues for such
accounting period and will remit to You any amount owed by
SoundCloud to You hereunder for such period. Notwithstanding
anything herein, SoundCloud may withhold any taxes such as
sales, use, excise, purchase, value-added or similar taxes, or
other amounts as may be required under applicable local laws,
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. Your 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 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 deemed to be
final and incontestable two (2) years from the date such
statement is first provided by SoundCloud if You do not provide
written notice of any objections to such statement to SoundCloud
within that period of time.
“**Advertising and Subscription Revenues” means net advertising
monies actually received by SoundCloud (i.e., less taxes
(including VAT), fees and sales commissions paid to ad service
providers and other third parties, refunds, chargebacks, etc. and
excluding revenues from SoundCloud Pro or upload page
takeovers, home page takeovers, promoted searches, promoted
tracks and playlists, app take-overs, 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.
“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.
“Your Controlled Work” means a Controlled Work (as defined
below) that You upload to the Platform.
“Your Revenues” means Your Pro Rata Share of 55% of Advertising
and Subscription Revenues during the corresponding calendar
month accounting period after deducting any amounts that
SoundCloud is required to withhold pursuant to applicable law as
set forth in these Terms and Conditions.
“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.

Term; Termination; Suspension; and Survival

You may end Your participation in the Program at any time by

notifying SoundCloud in accordance with this section.
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 the Program by submitting a
support request form to https://help.soundcloud.com/hc/en-
us/requests/new clearly indicating that You wish to stop
participating in the Program. 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 the
Program.
We may end Your participation in the Program: (i) for no reason or
any reason, on 30 days’ prior notice counted from the date we
send You an email to Your Email; 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 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
the Program, 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 the Program without prejudice to
any rights or remedies we may have at law or in equity.
If You end Your participation in the Program 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 the Program, or (b) suspend
Your participation in the Program 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 the
Program at any time during the suspension period.
SoundCloud will, within 45 days after the end of the last calendar
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 expiration of these Terms and Conditions:
“Ownership”; “Term; Termination; Suspension; and Survival”;
“Third Party Rights”; “Representations and Warranties”;
“Indemnification”; “Withholding and Offset of Royalty Payments”;
“Limitation of Liability”; “Confidentiality”; “Governing Law”;
“Disputes”; “Notices”; “Miscellaneous”; and “Certain Definitions”.

Territory; Scope

SoundCloud may monetize Artists’ Content in the following

countries: Australia, Canada, France, Germany, Ireland,
Netherlands, New Zealand, United Kingdom and United States.
SoundCloud may add or remove countries from the Territory by
updating this list from time to time and providing you notice of
such updates to Your Email.
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.

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 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 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 the
Program, 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, 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. You will
provide SoundCloud with all reasonable assistance in obtaining
and administering 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
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 the Program, 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

You represent and warrant 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 the Program, 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 representations or
warranties of any kind. SoundCloud and its related parties
disclaim all statutory or implied representations, warranties,
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 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 a Party’s
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 Revenues 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, or meet its legal 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 and Forum

Except as otherwise expressly provided below, these Terms and

Conditions, and any dispute arising under or related to these
Terms and Conditions or the Program, are governed by the laws of
the United States 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. You
agree to the exclusive jurisdiction of the federal and state courts
located in the Borough of Manhattan in the State of New York,
U.S.A. and waive any jurisdictional, venue or inconvenient forum
objections to such courts.
Notwithstanding the foregoing, solely 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 the
Program 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 the Program, 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.

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 Your Email. 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 a written agreement signed by You and
SoundCloud (provided that SoundCloud may modify these Terms
and Conditions solely as set forth above). 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, 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. 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
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:

“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.
“Content” means 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.
“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.
“End Date” means the last day of the notice period (if any) which
applies on termination, or the effective date of termination, as the
case may be, as set forth in these Terms and Conditions.
“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.
“Platform” means soundcloud.com and m.soundcloud.com, our
mobile and desktop apps (our "Apps") and all related players,
widgets, tools, features, applications, data, software, APIs (which
may also be subject to separate API Terms of Use) and other
services provided by SoundCloud (the “Services”).
“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.
“Start Date” means the day You agree to these Terms and
Conditions by clicking “Agree” below.
“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 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).

By clicking “Agree”, You represent and warrant that You have read
and understood these Terms and Conditions, 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.