SoundCloud Monetization

Last Updated: March 12, 2024

Welcome to “SoundCloud Monetization”, a service provided by Repost Network Inc. doing business as SoundCloud Direct, a member of the SoundCloud Group (“SoundCloud Monetization”, “We”, “Our”, or “Us”).

SoundCloud Monetization Terms of Service:

These Terms of Service govern the participation by Artists, Groups and Representative Entities in SoundCloud Monetization’s Program. By clicking “I Agree” or a similar button, or by participating in SoundCloud Monetization’s Program, you represent and warrant that you (and your Group or Representative Entity, as applicable) meet the Eligibility Criteria (described below) and agree to be bound by these Terms of Service.

If you are an Artist intending to participate 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 hereby agree to these Terms of Service on behalf of yourself and such Group, including each member of such Group, and you hereby represent and warrant that you are authorized to bind each member of the Group.

If you are a natural person seeking to participate in the Program either as a Representative Entity or on behalf of, or for the benefit of, a Representative Entity, then you hereby agree to these Terms of Service on your own behalf, on behalf of such Representative Entity (if separate from you) and on behalf of those Artists and/or Groups (including each member thereof) represented by you or such Represented Entity (as applicable) and who will be participating in the Program, and you hereby represent and warrant that you are authorized to bind the applicable RepresentativeEntity and your or its participating Artists and Groups (including each member thereof) to these Terms of Service.

The Program (as defined below) offers opportunities for (a) Off-Platform Distribution and (b) On-Platform Monetization (i.e., monetization on SoundCloud).

You hereby represent and warrant that you have all rights necessary to grant rights on behalf of the Artist, Group and/or Representative Entity (including its participating Artists and Groups) on whose behalf or for whose benefit you have entered into these Terms of Service.

If you are acting on behalf of, or for the benefit of, a Group, references to “You” shall include you and such Group (including each member of such Group); if you are, or are acting on behalf of or for the benefit of, a Representative Entity, references to “You” shall include such Representatives Entity and its associated Artists and/or Groups, as applicable, that are participating in the Program through such Representative Entity.

The development of Music Content is outside the usual course and scope of Our business and You will operate independently of SoundCloud Monetization in the development of Music Content. You acknowledge that SoundCloud Monetization will not be involved in the creation of Music Content hereunder. You agree that SoundCloud Monetization will not provide to You any equipment, facilities, supplies or other resources, nor cover or reimburse You for any expense that You may incur, in creating Music Content, and that you will, and are free to, exercise your own talent, skills, judgment and aesthetic sense in creating any Music Content. These Terms of Service apply to both Off-Platform Distribution and On-Platform Monetization. Some sections only refer to either of the aforementioned. These Terms of Service are in addition to, part of, and governed by, the SoundCloud Terms of Use, the SoundCloud Community Guidelines, and any other terms specifically referred to in any of those Documents, each as may be updated from time to time by Us. In the event of a conflict between these Terms of Service and the terms and conditions found in any other Documents, these Terms of Service shall control only with respect to the Program.

1. Definitions

Any capitalized term used herein but not defined in these SoundCloud Monetization Terms of Service shall have the same meaning given to such term in OurSoundCloud Terms of Use.

The following terms have the meanings as follows:

“Advertising Revenues“ means gross advertising monies actually received by SoundCloud Monetization, less Deductions and Exclusions, from the free-to-the-user portion of SoundCloud Monetization in the applicable countries of the Territory during the Term.

“Artist” means an eligible participant of the Program with one or more publicly uploaded Tracks on the Platform.

“Artist Subscriptions” refers to the subscriptions available for Artists on the Platform.

“Claim” means all legal action resulting from an alleged dispute or controversy between You or Us, on the one hand, and a third party, on the other hand.

“Composition“ means a single musical composition or dramatic, literary or other work, irrespective of length, including all lyrics, spoken words and bridging passages contained in Your Controlled Music Content in the applicable country of the Territory.

“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 of Service, excluding Your Materials and any other information or materials licensed to SoundCloud under these Terms of Service.

“Controlled Music Content“ means a Track or Music Track in respect of which the Artist or Group represents and warrants to SoundCloud Monetization and applicable Music Services that such Artist or Group owns or controls all rights including any third party rights in the sound recording. The rights in the underlying Compositions of a Track or Music Track are included hereunder if owned or controlled by You. For clarity, Controlled Music Content does not include derivative works uploaded by SoundCloud end users to the Platform, such as remixes, mixes or any other adaptations of an original work.

“Documents” collectively refer to SoundCloud Monetization Terms of Service, the SoundCloud Terms of Use, the SoundCloud Community Guidelines, Privacy Policy and any other terms, guidelines and policies specifically referred to in any of those documents, each as may be updated from time to time by Us.

“Deductions” means SoundCloud Monetization’s expenses related to operating its advertising line of business including, but not limited to, taxes (including VAT), fees and sales commissions paid to ad service providers and other third parties, refunds, chargebacks, and any amounts that SoundCloud Monetization is required to withhold pursuant to applicable law as set forth in these Terms of Service.

“E-Mail” is the most current email address that We have on file for You (if You are with a Group, You will need to share access to any such email with other Group members).

“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 of Service.

“Exclusions” means revenues excluded from SoundCloud Monetization’s gross advertising revenue for the purposes of these Terms of Service, including (but not limited to) revenue from SoundCloud Next and Next Pro, upload page takeovers, home page takeovers, promoted searches, promoted tracks and playlists, app take-overs, and any other advertising, sponsorship, or promotions not directly tied to an item of an Artist's content.

“Existing Repost Artist” means a person, Group, or Representative Entity that (a) prior to February 28, 2020, agreed to Repost Network Inc. Terms of Service, or (b) prior to April 2, 2020, entered into a separate, written agreement with Repost Network Inc. that is in addition to, or amends, Repost's Network Inc. Terms of Service.

“Fan Powered Royalty®” refers to SoundCloud' s user-centric calculation model. More information can be foundhere.

“Group” means a duo, band or group.

“Losses” means any and all liabilities, damages, awards, settlements, losses, Claims, suits, proceedings, assertions and expenses including court costs, reasonable outside legal fees and outside costs of investigation incurred by the respective indemnified Party to these Terms of Services.

“Materials” or “Your Materials” means Your Music Content, Your Controlled Music Content, any content associated with or relating thereto (all audio (including podcasts), text, photos, pictures, graphics, comments, and any other content, data or information that You upload, including, without limitation, Your Compositions, metadata, song names, composer names, Artists’ names, performers’ names, Group names, producers’ names, album artworks and Your name, image,

“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 of Service.

“Fan Powered Royalty®” refers to SoundCloud' s user-centric calculation model. More information can be foundhere.

“Group” means a duo, band or group.

“Music Content” collectively refers to Tracks (including Music Tracks) and Compositions.

“Music Publishing Rights” means all rights, consents, licenses and permissions necessary for the reproduction, delivery, distribution, transmission, communication to the public, making available, public display, reformatting and public performance, however characterized in the applicable Territory, of Compositions embodied in Your Music Content.

“Music Services” refers collectively to digital download stores, digital streaming services, social media services (including UGC hosting services) and all other services other than the Platform, including terrestrial radio, which publicly perform or otherwise make available or communicate music to the public.

“Music Service Documents” collectively refer to the applicable Music Service’s terms of service, guidelines, privacy policies and any other terms, guidelines and policies specifically referred to in any of those documents, each as may be updated from time to time.

“Music Track“ means a Track that has been uploaded to the Platform by or on behalf of a music-industry rights holder and is compliant with the requirements set forth in the Rights and Obligations section of these Terms of Service and is musical in nature or is identified as such in good faith by SoundCloud Monetization, either through metadata tags, SoundCloud Monetization's proprietary audio classification software, or otherwise (including via a combination of the foregoing).

“Net Revenues for Off-Platform Distribution” means the revenues We actually receive that are directly attributable to the exploitation of Your Music Content by Your selected Participating Music Services pursuant to the Program, after deducting (a) any payment processing fees, taxes, or other amounts that SoundCloud Monetization is required to withhold pursuant to applicable law (as more fully described below) or (b) as otherwise set forth in the “Withholding and Offsetting of Your Revenues” section below or elsewhere in these Terms of Service. By participating in the Program, You authorize Us to collect (and authorize third parties to collect on SoundCloud Monetization’s behalf) Your Revenues.

“Off-Platform Distribution” means the ability to distribute Your Music Content to Participating Music Services pursuant to these Terms of Service.

“Off-Platform Distribution Share” means 80% of Net Revenues for Off-Platform Distribution generated from all Participating Music Services.

“Off-Platform Distribution Fee” means a fee of 20% from Net Revenues for Off-Platform Distribution which We will retain from all Participating Music Services as a fee for providing the services described in these Terms of Service in regard to Off-Platform Distribution.

“On-Platform Monetization” refers to opportunities to earn a share of revenues from monetization of Your Music Content that You own or control and license for monetization solely on the Platform, i.e., on SoundCloud, pursuant to these Terms of Service.

“On-Platform Monetization Share” means 100% of the net income generated by SoundCloud Monetization based on Fan Powered Royalty® calculations on the Platform without any internal cost deductions as a direct pay-through to You. Detailed information on Fan Powered Royalties® can be foundhere.

“Participating Music Service” means a Music Service with which SoundCloud Monetization has a distribution relationship relating to the Program, solely while such relationship remains in place.

“Party” refers to You or SoundCloud Monetization, individually, and “Parties” refers to You and SoundCloud Monetization, 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, and successors to any of the foregoing.

“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 on the Platform or on a Participating Music Service. Notwithstanding anything herein, preview clips (or other excerpts) of a Track are not counted in the foregoing.

“Program” refers to On-Platform Monetization and Off-Platform Distribution, including marketing and promotion to commercialize Your Music Content under these Terms of Service.

“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.

“Representative Entity” means a natural person, company or other legal entity (e.g., an agent, manager, or record company) 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 who is an Artist, or on behalf of a Group (including each member thereof).

“Start Date“ means the day You agree to these Terms of Service by clicking “Agree“ below.

“Term for On-Platform Monetization” refers to the time these Terms of Service shall apply to You and SoundCloud Monetization from the Start Date through the End Date in regards to On-Platform Monetization.

“Term for Off-Platform Distribution” refers to the time these Terms of Service shall apply to You and SoundCloud Monetization from the Start Date through the End Date in regards to Off-Platform Distribution.

“Terms of Service” are these applicable terms of service for the Program.

“Territory” means worldwide.

“Third Party Opportunity” means an opportunity provided by a third party and facilitated by Us through which Your Music Content may be eligible for endorsement, brand integration or other commercial or promotional uses on the Platform or on other Music Services.

“Third Party Opportunity Revenue Share” means a share payable to You to be negotiated between the Parties in good faith prior to the commencement of any Third Party Opportunity generating activity, of all monies received by SoundCloud Monetization, unless otherwise agreed in writing, subject to a distribution fee of 20% for providing the Third Party Opportunity to You.

“Third Party Music Publishing Rights” means all Music Publishing Rights of third parties necessary in order for SoundCloud Monetization to perform its obligations to You hereunder, including any and all payments to any owner of the rights in Compositions that are embodied (in whole or in part) in Your Music Content, including Your Compositions.

“Track“ means a particular copy of a sound recording uploaded to the Platform and that is compliant with the requirements set forth in the Rights and Obligations section of these Terms of Service and is musical in nature or is identified as such in good faith by SoundCloud Monetization, either through metadata tags, SoundCloud Monetization's proprietary audio classification software, or otherwise (including via a combination of the foregoing).

“UGC” means user generated content.

“You” for the purposes of these Terms of Service, means (a) an Artist entering into these Terms of Service directly or through a Representative Entity; (b) a Group (including each member thereof) entering into these Terms of Service either directly or through an Artist who is a member of the Group or a Representative Entity; (c) a Representative Entity; and (d) the natural person who enters into these Terms of Service on behalf of a Representative Entity.

“Your Revenues” means the aggregate of Your On-Platform Monetization Share and Your Off- Platform Distribution Share.

2. Eligibility Criteria

The following eligibility criteria are required in order to enter into these Terms of Service or to otherwise participate in the Program. 1. Your 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) or older, (b) a Group, each member of which is a natural person 18 years of age (or the applicable age of majority in such a person's jurisdiction) or older, or (c) a Representative Entity who represents and is acting on behalf of one or more Artists and/or Groups. If You or any members of Your Group, or, if You are a Representative Entity, any of Your participating Artists or any members of Your participating Groups, are younger than 18 years of age, please have legal representatives follow this process here. 2. Subscription Requirement You and, if applicable, the Artist or Group that you represent are free and unlimited in regard to the number of Tracks to be monetized and distributed through the Program if You have a paid Artist Subscription. 3. Material Eligibility You may only provide Material in connection with the Program if You have obtained all the rights to do so. Materials cannot be subject to an existing exclusive agreement or arrangement with a third party. Covers, remixes, mixes, mashups, DJ sets, audio recordings (e.g., spoken word works), podcasts, and recordings that are exclusively computer-generated through the use of artificial intelligence or any other means or method are not eligible at this time – do not submit them.

We currently accept high-quality WAV and FLAC files. We and/or Participating Music Services may accept or require different formats from time to time during the Term for On-Platform Monetization or the Term for Off-Platform Distribution, as applicable, and SoundCloud Monetization reserves the right to convert audio files of Your Music Content, or require You to update the file type at Your own expense, as necessary. When selecting Your Music Content for Off-Platform Distribution and/or On-Platform Monetization, You must provide Us with all accompanying metadata that We or a Participating Music Service may require (e.g., ISRC, track title, Artist name, songwriter names, producer names, explicit tag), plus any available cover art that You own or control the rights to in any format that We or a Participating Music Service may require. You acknowledge that SoundCloud Monetization cannot distribute Your Music Content until We have received such metadata and cover art.

Off-Platform Distribution to Participating Music Services

3. Distributing Your Materials

SoundCloud Monetization may distribute Your Materials to or through any Participating Music Services You select. The Participating Music Services may change from time to time. Over time, we may enter into new relationships with Music Services such that they become Participating Music Services, and we may terminate or otherwise conclude existing distribution relationships with Participating Music Services at any time, without notice to You.

As described in more detail below, SoundCloud Monetization’s rights are exclusive only with respect to Your Music Content You choose to distribute via the Program, meaning that You remain free to distribute (or give anyone else the right to distribute) via that Music Service any other tracks that You choose not to distribute through the Program.

We seek to make available Your Materials to Participating Music Services selected by You shortly after You have enabled Your Music Content for Off-Platform Distribution, provided that Your Materials meet all technical specifications and other requirements of these Terms of Service, You are in compliance with these Terms of Service and of all applicable Music Services Documents. SoundCloud Monetization and each Participating Music Service will determine the format or media and other terms on which each Participating Music Service offers content (including Your Music Content) to its users, in its discretion and according to its business model. SoundCloud Monetization is not responsible for, and cannot control, what Participating Music Services do in that regard. You acknowledge that SoundCloud Monetization does not control if and/or how long it will take for a particular Participating Music Service to integrate, process and make Your Materials available to its users, if ever. Please note that if (a) the metadata accompanying Your Music Content is inaccurate or incomplete, or (b) You attempt to distribute Your Music Content that You have already distributed to a Music Service, it may prevent SoundCloud Monetization and/or the Music Service from making Your Music Content available to their users.

Notwithstanding the foregoing, Participating Music Services may, in their discretion, choose not to make available some or all of Your Materials or may limit the availability of some or all of Your Music Content to certain Territories or certain users, or may cease to make available some or all of Your Music Content at any time in accordance with their Music Service Documents and/or practices (e.g., a change in the required metadata or file format type). As a result, SoundCloud Monetization cannot and does not guarantee or promise that Your Music Content will be distributed or otherwise made available by any or a particular Participating Music Service(s).

Further, and notwithstanding the foregoing, SoundCloud Monetization may decline to distribute, or elect to remove, some or all of Your Music Content from any or all Participating Music Services and/ or in a particular Territory, if (a) We receive any Claims regarding any of Your Materials, (b) We reasonably believe that any Claims or issues may arise, (c) Your Materials may violate these Terms of Service or any other Documents or applicable Music Services Documents, (d) We have any reasonable concerns, (e) Our agreement with any Participating Music Service expires or terminates, (f) that Participating Music Service ceases to operate entirely or in a particular Territory, or (g) We, or any Participating Music Service, receive a takedown notice regarding any of Your Materials.

Subject to Your compliance with these Terms of Service, We will use commercially reasonable efforts to distribute Your Music Content to Your selected Participating Music Services in theTerritory.

By opting into the distribution of Your Music Content by the Participating Music Services You select, You represent and warrant to SoundCloud Monetization that You have read, understood and agreed to be bound by all applicable Music Services Documents, and that You and Your Materials will comply fully with such Music Services Documents.

4. Payments for Off-Platform Distribution

Unless You are an Existing Repost Artist, in consideration for the rights and licenses You have granted to Us through Your participation in the Program, and subject to your compliance with these Terms of Service as well as with the terms of other Music Services and You opting into Off-Platform Distribution, You will receive Your Off-Platform Distribution Share and SoundCloud Monetization will keep the Off-Platform Distribution Fee. By participating in Off-Platform Distribution, You authorize SoundCloud Monetization to collect (and authorize third parties to collect on SoundCloud Monetization’s behalf) Your Off-Platform Distribution Share and Off-Distribution Fee.

If you are an Existing Repost Artist, the share You have previously agreed to, in writing for off-platform distribution with Repost Network, Inc. will continue to apply to any existing or new Music Content you distribute via the Off-Platform Distribution for the remainder of the Term for Off-Platform Distribution (unless earlier terminated in accordance with the terms of such previous agreement), and the share, as defined in such previous agreement with Repost Network, Inc., is expressly incorporated herein.

Each Participating Music Service will determine whether and how Your Music Content is made available and priced to users of such Participating Music Service. You understand and acknowledge that Participating Music Services and third parties providing services on SoundCloud Monetization’s behalf may retain a portion of the payments they receive from the exploitation of Your Music Content and may deduct or withhold those payments from the amount they remit to SoundCloud Monetization. Participating Music Services may also retain or withhold, without limitation, applicable taxes and tariffs, administration fees or royalties. Those deducted or withheld amounts are not included in Net Revenues for Off-Platform Distribution for Off-Platform Distribution nor are any other amounts not received by Us from such Participating Music Services. SoundCloud Monetization shall be entitled to rely on the payments and accountings received from Participating Music Services, and has no obligation to independently review, audit, verify or otherwise confirm such payments or accountings.

5. License for Off-Platform Distribution

You retain complete ownership of Your Materials inclusive of the Music Content. However, in order to distribute Music Content to Participating Music Services as contemplated in these Terms of Service, We need to obtain from You, in connection with Your participation in the Program, (a) certain exclusive rights to use and distribute, and to allow Participating Music Services to use and distribute, Your Music Content and (b) non-exclusive rights in regard to all other Materials that are not Your Music Content or Your Controlled Music Content. The rights You are granting herein to SoundCloud Monetization in connection with the Program are exclusive only with respect to the Music Content distributed under the Program, meaning that these Terms of Service do not prohibit You from using any other service on an exclusive or non-exclusive basis to distribute any other Music Content which is not delivered or made available to SoundCloud Monetization.

Accordingly, You hereby grant to SoundCloud Monetization during the Term for Off-Platform Distribution the exclusive, assignable (as set forth herein), sublicensable (through multiple levels) right and license to, on a worldwide basis: 1. distribute Your Materials to Participating Music Services, including rights to ingest, reformat, reproduce, host and store Your Materials, and to deliver Your Materials to Participating Music Services for those Participating Music Services to sell, reproduce, host, store, transmit, broadcast, stream, download, reformatting, perform and display (publicly or otherwise), communicate to the public, make available and otherwise use in any format, media or distribution channel now known or later discovered (including, without limitation, temporary local storage copies and/or permanent downloads embodying Your Materials) or otherwise exploit and otherwise use Your Materials in connection with those Participating Music Services and/or their users, including the promotion of Your Materials to such users and potential users; 2. reproduce, perform, synchronize, fix and/or otherwise use Your Materials, or any audio excerpts therefor, in timed-relation with visual or moving images, including to the extent Your Materials are distributed to a UGC video-sharing Music Service (e.g., TikTok or Instagram); and 3. otherwise use Your Materials as reasonably necessary for SoundCloud Monetization to perform its obligations and exercise its rights, including through contractors and third parties, and to exercise its, and to allow its sublicensees to exercise their, rights hereunder, including to promote the Program and/or SoundCloud Monetization and its Related Parties on SoundCloud owned and operated channels. Notwithstanding the exclusive licenses granted to SoundCloud Monetization in Your Materials in the paragraph above, the rights that You grant herein to SoundCloud Monetization in Your name (including Artist and/or Group name, image, likeness, artwork, pictures, photographs and biographical information) are licensed on a non-exclusive basis.

6. Distribution to UGC platforms for Off-Platform Distribution

You acknowledge that some of the Participating Music Services may be UGC platforms (which may include, but are not limited to, YouTube, Triller, TikTok, and Snapchat), and that, if you select one or more of such Participating Music Services in the uploading process, Your Content will be distributed to such UGC platform(s). SoundCloud Monetization does not control how Your Material is used by the UGC platforms or its users, and that Your Materials could from time to time become associated with other content on such UGC platforms, including content with which you strongly disagree or find extremely distasteful or offensive. Even so, in the event that Your Materials are used on a UGC platform in a way that You find highly objectionable, You may report such highly objectionable content directly to the UGC platform and You acknowledge that removal of content incorporating Your Materials will be subject to the UGC platform community standards and/or other applicable terms, policies, and practices of the applicable UGC platform provider; SoundCloud Monetization does not control, or have the ability to remove content from, a third party UGC platform or other properties.

7. Third Party Rights Obligations for Off-Platform Distribution

In the event Your Materials include Third Party Music Publishing Rights or any other rights of third parties, as between You and SoundCloud Monetization, You shall be solely responsible for securing and paying for such rights, e.g., for digital phonorecord delivery, mechanical, public performance and any other licenses (as applicable) required from Music Publishing Rights owners or their agents in connection with SoundCloud Monetization’s Off-Platform Distribution hereunder as well as royalties or any other payments due to artists, producers, musicians and other persons who performed in or contributed to the making of Your Music Content and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes. With respect to Third Party Music Publishing Rights, You hereby represent and warrant to us that all necessary rights to the Compositions underlying the Tracks can be licensed from collecting societies or management entities or, if this is not the case, You hereby grant to us the necessary (and transferable) rights of use to the underlying Compositions of the Track with the upload of the Track.

In the case a Participating Music Service offers digital download sales in specific territories such as United States (including but not limited to Amazon, iTunes and Qobuz), Your Off Platform Distribution Share typically includes the mechanical royalty on the underlying Composition. In these cases, Your Off-Platform Distribution Share includes a “publishing” portion that covers both the mechanical and public performance royalties. If you do not own or control the underlying Composition(s) in Your Music Content, then as between You and SoundCloud Monetization, it is your obligation to pay these royalties to the person or entity that does. Outside of the United States, SoundCloud Monetization customarily requires Participating Music Services to secure and pay for all music publishing licenses in connection with digital download sales and such license fees may or may not be deducted by the Participating Music Service concerned from the proceeds payable to SoundCloud Monetization.

8. Term for Off-Platform Distribution

These Terms of Service shall apply to Your Materials provided to SoundCloud Monetization during the Term for Off-Platform Distribution. Unless you are an Existing Repost Artist, the word “Term” in “Term for Off-Platform Distribution” means the earlier of (i) the period commencing on the Start Date or (ii) the date on which You submit or otherwise make available Your Materials to SoundCloud Monetization, in each case on a Music Content-by-Music Content basis, and continuing until the End Date, i.e., for a period of 1 year in respect of each individual piece of Music Content unless earlier terminated. The Term for Off-Platform Distribution will renew automatically, on a Music Content-by-Music Content basis, for successive 1 year periods unless (a) either Party provides written notice to SoundCloud Monetization at least 60 days prior to automatic renewal date for the then-current Term for Off-Platform Distribution or (b) your applicable Artist Subscription is canceled and/or is no longer in effect.

Notwithstanding the foregoing, if You are an Existing Repost Artist, the word “Term” for Off-Platform Distribution will continue to have the meaning attributed to it in the most recent written agreement You previously entered into with Repost; provided, however, that such previous agreement is active, has not been terminated, and remains within its term.

On-Platform Monetization

9. Payments for On-Platform Monetization

You are entitled to Your On-Platform Monetization Share as set out in Section 1 (Definitions).

10. License for On-Platform Monetization

You retain complete ownership of Your Materials. You agree to grant to SoundCloud Monetization certain non-exclusive rights to use Your Materials during Your participation in On-Platform Monetization. Further, You have the right at any time to remove via SoundCloud Monetization any of Your Materials from the Platform in your sole discretion. In order to monetize Your Music Content on the Platform as contemplated in these Terms of Service, We need to obtain certain rights from You in Your Materials on a non-exclusive basis while you participate in the Program. Accordingly, You hereby grant to SoundCloud Monetization and its Related Parties during the Term for On-Platform Monetization the non-exclusive, assignable (as set forth herein), sub-licensable (through multiple levels) right and license in the Territory (subject to the geographic restrictions You set for Your Controlled Music Content and where On-Platform Monetization is available) to: a. reproduce, host, store, reformat, transmit, stream, perform and display (publicly or otherwise), communicate to the public, make available and otherwise use Your Materials via the Platform (including temporary local storage copies embodying Your Materials); b. to the extent You designate Your Materials as available for permanent download in all or some of the countries within the Territory (subject to the geographic restrictions You set for Your Controlled Music Content and where On-Platform Monetization is available), reproduce, transmit, host, store, distribute and make available permanent downloads embodying Your Materials via the Platform in connection with such countries; and c. otherwise reproduce, transmit, host, store, distribute, perform and display (publicly or otherwise), communicate to the public, and make available (whether via stream, temporary local storage copies or downloads) and otherwise use Your Materials in any format, media or distribution channel now known or later discovered to promote the availability of Your Materials on the Platform; (i) stream excerpts of Your Music Content via the Platform of Your Controlled Music Content you have removed, so that users who have added Your Music Content to their playlists are not negatively affected by your removal of such Music Content; (ii) sell time-limited access to, advertisements against and sponsorships of Your Materials in connection with the Platform; and (iii) otherwise use Your Materials as reasonably necessary for SoundCloud Monetization 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.

11. Third Party Rights Obligations for On-Platform Monetization

SoundCloud Monetization will require the Platform to be responsible for obtaining, to the extent required, Third Party Music Publishing Rights administered by collecting societies or copyright management entities and/or music publishers solely for On-Platform Monetization. You will provide SoundCloud Monetization with all reasonable assistance in obtaining and administering such Third Party Music Publishing Rights, including, without limitation by providing publisher information in connection with Your Music Content. With respect to Third Party Music Publishing Rights, You hereby represent and warrant to us that all necessary rights to the Compositions underlying the Tracks can be licensed from collecting societies or management entities or, if this is not the case, You hereby grant to us the necessary (and transferable) rights of use to the underlying Compositions of the Track with the upload of the Track.

12. Term for On-Platform Monetization

These Terms of Service shall apply to You and SoundCloud Monetization from the Start Date through the End Date. You may end your participation in the Program for On-Platform Monetization at any time by notifying SoundCloud Monetization in accordance with Section 14(a) (Termination by You).

General Terms and Conditions for On-Platform Monetization and Off-Platform Distribution

13. Statements and Accounting

As set out in this section, and subject to these Terms of Service, You will receive Your Revenues, if any, as follows: (a) in connection with Off-Platform Distribution of Your Music Content, within 60 days after We receive revenues from Participating Music Services and (b) for On-Platform Monetization We will pay You for each calendar month Your On-Platform Monetization Share, if any, due to You hereunder within 45 days.

SoundCloud Monetization’s obligation to remit to You Your Revenues is subject to your compliance with your obligations in these Terms of Service.Other than Your Revenues, no additional fees, amounts or consideration shall be owed to You by SoundCloud Monetization in connection with Your Materials.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 Obligations for On-Platform Monetization and Off-Platform Distribution” sections above, 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.

Notwithstanding anything herein, SoundCloud Monetization 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 Related Parties in respect of such withholdings. 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.

All amounts hereunder will be computed and determined in United States Dollars, British Pounds, or Euros, as SoundCloud Monetization may select, and SoundCloud Monetization may compute currency conversions using conversion rates published by third parties. Your Revenues will be remitted to the account or any other accepted payment provider You designate in the settings. If You have entered into these Terms of Service on behalf of an Artist (e.g., as an agent or representative) or a Group of which you are a member, or if You are a Representative Entity that has entered into these Terms of Service on behalf of one or more Artists and/or Groups, any payments owed by Us hereunder shall be to You only, and, as between You and SoundCloud Monetization, You shall be solely responsible for the allocation, accounting and distribution of Your Revenues among such Artist(s) and/or members of such Group, as applicable. SoundCloud Monetization will be deemed to have fulfilled all obligations to remit to You hereunder, where payment is made to the account You designate in SoundCloud Monetization.

SoundCloud Monetization will provide You with access to a statement via the Platform in respect of Your Revenues for such accounting period and will remit to You any amount owed by SoundCloud Monetization to You hereunder for such period. If Your Revenues in any given accounting period are less than U.S. $25, Your Revenues will be carried over and added to Your Revenues for the next accounting period. The portion of Your Revenues so carried over shall be paid out or made accessible to be paid out in the next monthly payment after Your Revenues exceed U.S. $25.

Each statement SoundCloud Monetization provides to You will be deemed to be final and incontestable 2 years from the date such statement is first provided by SoundCloud Monetization unless You provide written notice of any objections to such statement to SoundCloud Monetization within that period of time.

14. Termination, Suspension and Survival

a. Termination by You

You may end your participation in On-Platform Monetization by submitting a support request form tohttps://help.soundcloud.com/hc/en-us/requests/newclearly stating that You wish to stop participating in the On-Platform Monetization. If You cancel Your Artist Subscription You will be deemed to have simultaneously sent Us notice that You have ended your participation in the Program. Your participation in Off-Platform Distribution will continue until the End Date.

b. Termination by Us

We have the right to terminate your participation in the Program: (i) for no reason or any reason, on 30 days' prior notice counted from the date We send You a notice to your E-Mail; provided, however, that with respect to a Group, notice will only be sent to the Group member or manager who accepted these Terms of Service on behalf of the Group; or (ii) without advance notice, if We believe that You have failed to comply with or violated these Terms of Service or Community Guidelines including if We receive a notification from a third party in accordance with Our reporting processes or applicable law that any of Your Materials infringes the copyright or other rights of such third party, (iii) because your applicable Artist Subscription has been canceled by You, or (iv) for failure to pay any applicable subscription fees which were duly charged.

In the case of (i) and (ii) above, We reserve the right to remove any or all of Your Materials from the Platform and Participating Music Services. In the case of (iii) above Your Music Content may be removed from Participating Music Services and may not be eligible for Off- Platform Distribution, in Our sole discretion. In the case of (iv) above, We may continue to distribute and make available Your Music Content to Participating Music Services pursuant to the rights granted by You to Us in these Terms of Service (but will have no obligations hereunder with respect to Your Music Content), and provided that We may elect to end your participation in the Off- Platform Distribution at any time. In the event We end your participation in the Program pursuant to this section, any portion of Your Artist Subscription fee applicable to the Program is deemed forfeited.

SoundCloud Monetization will, as soon as practicable after the expiration of the Term for On-Platform Monetization and/ or Off-Platform Distribution, issue a final statement of any amounts that may be due to You under these Terms of Service. In addition, We reserve the right to suspend your participation in the Program. With respect to Off- Platform Distribution, during the period of suspension, We may continue to distribute and make available Your Music Content to Participating Music Services pursuant to the rights granted by You to Us in these Terms of Service (but will have no obligations hereunder with respect to Your Music 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.

Further, We may terminate these Terms of Service or suspend your participation in the Program without prejudice to any rights or remedies We may have at law or in equity.

c. Survival

This Section 14(c) and the following sections survive termination or expiration of these Terms of Service: the seventh paragraph of the introduction; 1 (Definitions); 7 (Third Party Rights Obligations for Off-Platform Distribution); 11 (Third Party Rights Obligations for On-Platform Monetization); 17 (Moral Rights); 21 (Ownership); 22 (Representations and Warranties; Disclaimer); 23 (Indemnification); 24 (Withholding and Offsetting of Your Revenues); 25 (Limitation of Liability); 26 (Confidentiality); 27 (Governing Law and Arbitration); 28 (Disputes Among Artists, Groups and/or Representative Entities); 29 (Notices); and 30 (Miscellaneous).

15. Third Party Opportunities

From time to time, We may enter into one or more agreements with third parties pursuant to which Your Music Content may be eligible for endorsement, brand integration, or other commercial or promotional uses on the Platform or on other Music Services. We will not so exploit Your Music Content without your prior written approval (email sufficient). In the event You approve such uses, the grant of rights set forth above shall be automatically expanded to conform to the terms and conditions of each applicable use. In consideration for the rights and licenses You grant to Us for such use, You will receive your agreed Third Party Opportunity Share.

16. Rights and Obligations

You will comply with all applicable laws (including the regulations and rules of any guilds, unions or other collectives) when participating in the Program and in the performance of your obligations and exercise of your rights under these Terms of Service.

Concurrent with each release, You will provide, and ensure the accuracy of, metadata required to distribute Your Music Content (including ISRC codes, all Music Publishing Rights information and songwriter and composer information regarding the underlying compositions of Your Tracks including the ISWC code (if available) in regard to the Composition (if applicable) requested via SoundCloud Monetization).

SoundCloud Monetization may use third party contractors to operate or facilitate all or any part of the Platform or the Program (e.g., distributing, hosting, storing, transmitting, reformatting, etc.). SoundCloud Monetization may advertise, promote and offer for sale its consumer and B2B offerings at any retail prices it chooses. SoundCloud Monetization may discontinue any or all consumer and B2B offerings (including the Program) in any or all country(ies), at any time, in its sole discretion. SoundCloud Monetization may also negotiate with Participating Music Services whatever terms We, in Our sole discretion, deem appropriate and have no obligation to disclose such terms and conditions to You.

You acknowledge that Participating Music Services may maintain (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 of Service, SoundCloud Monetization may at any time remove one or more particular item of Materials from the Program (for clarity, including Your Music Content), or suspend, limit or end your participation in the Program, if SoundCloud Monetization receives a takedown notice from a Participating Music Service regarding Your Materials or if SoundCloud Monetization knows or has reason to believe that such Materials are in violation of applicable law, these Terms of Service, or could expose SoundCloud Monetization to potential liability.

You shall not interfere with the normal operation of SoundCloud Monetization for example by causing Plays of Your Music Content on the Platform or other Music Services 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 Your Music Content on the Platform. If We reasonably believe that Plays of Your Controlled Music Content have been made in such an automated or fraudulent manner, We reserve the right to exclude such Plays from Your Revenues and Your Revenues will be forfeited as defined in the Withholding and Offsetting of Your Revenues section below.

Notwithstanding anything herein, SoundCloud Monetization’s obligations in these Terms of Service in respect of Your Music Content are limited to the Territory.

17. Moral Rights

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 of Service, including through the exercise of any “moral rights” or other rights that you may have in Your Materials under any applicable law under any legal theory, and you hereby irrevocably waive such all such rights with respect to the exploitation of Your Materials hereunder.

18. Updates to Terms of Service

Because of the rapidly evolving nature of the online music distribution business, We need to preserve the flexibility to update these Terms of Service at any time to the extent permitted by applicable law (for example, to address changes to the Program, to expand the types of content that may be eligible for Off-Platform Distribution or to accommodate new features being added to the Program). When We make any significant changes to these Terms of Service, We will provide You with fourteen (14) days’ notice by any reasonable means, such as by email, in-app-notification, prior to such updates taking effect. Any such updates will not apply to any dispute between You and Us arising prior to the date on which such updates take effect. The “Last Updated” legend above indicates when these Terms of Services were last changed.

Your continued participation in the Program following the effective date of any changes to these Terms of Service will constitute your acceptance of such changes; however, if you object to the revised Terms of Service, 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 of Service posted to the Platform will indicate when these Terms of Service were last changed.

19. Changes to the Platform and/or the Program

The Platform and/or the Program, including the functionality and performance thereof, may change or be limited by Us from time to time. SoundCloud Monetization may introduce new features, services or content; impose limits on, suspend, disable, terminate, remove, replace, change, upgrade, update or roll back certain existing features or any part of the Platform and/or the Program; or restrict access to parts or all of the Platform and/or the Program, in each case without liability or notice to You. Participating Music Services may also introduce new features, services or content, and may impose limits on, suspend, disable, terminate, remove, replace, change, upgrade, update or roll back certain existing features of their services and offerings, in each case, without liability or notice to You; You hereby acknowledge that SoundCloud Monetization has no control over, or responsibility for, any such changes or limitations.

20. Personal Data

You acknowledge that, to the extent Your Materials (including Your Music Content) contain personal data (including personal data embodied in metadata associated with Your Music Content), SoundCloud Monetization may use, store, transmit, and otherwise process such personal data pursuant to the SoundCloud Privacy Policy, including to perform its obligations and exercise its rights under these Terms of Service You also direct SoundCloud Monetization to make Your Materials (including any personal data contained therein) available to Our third party service providers and to Participating Music Services designated by You in order to make Your Music Content available on such Participating Music Services as contemplated herein.

21. Ownership

As between You and SoundCloud Monetization, all right, title and interest (including intellectual property rights) in and relating to the Program and the Platform, including Our names and trademarks, are exclusively owned by SoundCloud Monetization and/or its Related Parties (as applicable) and We exclusively own any and all user and usage data generated on the Platform and Your Materials (including Your Music Content) within each of the Program and the Platform, and such data may be used and disclosed by Us (including for marketing purposes), and no ownership interest or other rights in any of the foregoing are being transferred to You or any other person or entity by virtue of these Terms of Service. For the avoidance of doubt, nothing in these Terms of Service shall be construed to convey any ownership interest in Your Materials (including Your Music Content) to SoundCloud Monetization.

22. Representations and Warranties; Disclaimer

You represent and warrant that: (a) Your Materials (including Your Music Content), You provide to SoundCloud Monetization pursuant to these Terms of Service, and the use thereof by SoundCloud Monetization in accordance with these Terms of Service including, without limitation, for the Program, 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 other rights, including rights of publicity and privacy; (b) You have the full right and authority to act, in accordance with these Terms of Service, on behalf of any and all owners of any right, title or interest in and to Your Materials (including Your Music Content); (c) You created and prepared Your Materials in compliance with all applicable laws; (d) You own or control the necessary rights in order to upload all of Your Materials (including Your Music Content), to make available Your Materials (including Your Music Content) for Distribution to Participating Music Services and inclusion in the Program, and to authorize SoundCloud Monetization and its contractors to distribute, host, use, transmit, monetize and otherwise use and exploit Your Materials (including Your Music Content) as contemplated herein, and that such authorized activities will not violate or infringe the rights of any third party; (e) all Compositions included in Your Music Content are licensable in the United States under 17 U.S.C. §115; (f) You are in full and complete compliance with the Documents, the Community Guidelines and (g) You will not transmit or introduce any virus, trojan horse, or any other harmful software or code that could interfere with SoundCloud Monetization’s exercise of its rights or business, including without limitation the operation of the Platform or the Program.

The Platform, the Program and Participating Music Services are provided or made available to You on an “as-is,” “where-is” and “where-available” basis, without any express representations or warranties of any kind. SoundCloud Monetization does not warrant that the Platform, the Program and Participating Music Services will operate uninterrupted or error-free. SoundCloud Monetization disclaims 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 the Program and Participating Music Services, or any elements thereof.

You acknowledge that Soundcloud Monetization has advised You that Soundcloud Direct and/or it’s affiliated companies are not a “talent agency,” that We are not licensed as such under the laws of the State of California or elsewhere, that We have advised You that, except as provided otherwise by law, We are not permitted to seek or to obtain employment or engagements for You, and that We do not agree to do so. You further acknowledge that We have made no representations to You, either oral or written, to the contrary. You acknowledge that We do not hereby and have not offered to, attempted to, or promised to obtain, seek, or procure employment or engagements for You which would require Us to be licensed as a “talent agency,” and that We are not obligated to do so.

23. Indemnification

You agree to defend (at Our request), indemnify and hold harmless SoundCloud Monetization and Our Related Parties and sublicensees (including Participating Music Services), and Our and their officers, agents, subcontractors, investors, shareholders, representatives, past and present employees, partners, directors, controlling persons, advisors and permitted assigns from and against any and all Losses due to any Claim by a third party (including, without limitation, any Groups, individual Group members, represented Artists, Represented Entities, Music Services, and third parties providing services on SoundCloud Monetization’s behalf): (a) based on an allegation that, if true, would constitute a breach by You of these Terms of Service or the Documents, including any warranty, representation, agreement or covenant You make in these Terms of Service; (b) based on an allegation that, if true, would constitute a breach by You of any Music Services Documents; (c) that one or more items of Your Materials (including Your Music Content) infringe or violate the rights of any third party; (d) alleging a violation of any law or regulation applicable to your use of the Platform, the Program or Participating Music Services; (e) if You are a member of a Group, where such third party is, or is acting on behalf of, another member of such Group and the Claim arises out of or relates to any of your acts or omissions; (f) if You are a Representative Entity, where such third party is, or is acting on behalf of, one of your Artists or Groups (including any individual member thereof) and the Claim arises out of or relates to any of your acts or omissions; or (f) 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 in regard to On-Platform Monetization.

The persons and entities (including Music Services) entitled to be indemnified under this Section (individually and collectively, “Indemnitee”) will: (a) promptly inform the indemnifying Party under this Section (“Indemnitor”) of each Claim with respect to which it seeks indemnity, and (b) furnish to the Indemnitor a copy of each communication, notice or other action related to such Claim.

24. Withholding and Offsetting of Your Revenues

Without waiving any right or remedy available to SoundCloud Monetization pursuant to these Terms of Service or otherwise, We have the right to withhold or offset from amounts otherwise payable to You under these Terms of Service, or require You to reimburse Us for: (a) if any potential Claims/Losses are alleged for which You are obligated to indemnify Us for an amount reasonably related to such Claims and to deduct therefrom any payments otherwise required to be made under these Terms of Service (b) if We overpay You or pay You amounts to which You were not entitled (including, for example, if We pass along to You an overpayment made by a Participating Music Service), and to deduct therefrom any payments otherwise required to be made under these Terms of Service; (c) if You fail to pay any applicable subscription fees which were duly owed equal to the amount of such unpaid subscription fees and to deduct therefrom any payments otherwise required to be made under these Terms of Service.

If SoundCloud Monetization has in its sole discretion reason to suspect that You have been subjected to and/or involved in fraudulent or infringing activities in connection with Your Music Content, as mentioned in Section 16 (Rights and Obligations). SoundCloud Monetization reserves the right to discontinue the payment of Your Revenues with respect to Your Music Content until resolution of the suspicion. Furthermore, You agree that such payments will be forfeited by you if SoundCloud Monetization determines, in its good faith discretion, that they are the result of fraud and/or infringement. Certain Participating Music Services may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.

25. 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: (a) SoundCloud Monetization and its sublicensees will not be liable to You for any indirect, incidental, consequential, punitive, statutory or special damages, arising out of or related to these Terms of Service, 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 (b) SoundCloud Monetization’s and its sublicensees’ total aggregate liability to You under these Terms of Service shall not exceed the greater of (i) one hundred United States dollars (U.S. $100) or (ii) Your Revenues for the twelve-month period preceding the first event giving rise to SoundCloud Monetization’s liability.

26. Confidentiality

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 Monetization, exploit its rights, hereunder, or meet its legal or written obligations to third parties. Notwithstanding the foregoing, nothing in these Terms of Service 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 of Service, (e) in connection with any audit, where such auditor has agreed to be bound by this section, or (f) in connection with any legal, governmental or administrative proceeding. In the case of (f) above, You must provide SoundCloud Monetization with prior written notice of such disclosure in order to afford Us a reasonable opportunity to seek a protective order (it being agreed that if We are unable to obtain or do 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.

27. Governing Law and Forum

Except as otherwise expressly provided below, these Terms of Service, and any dispute arising under or related to these Terms of Service or the Program, are governed by the laws of the United States and the State of California, without regard to California’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 of Service 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 Los Angeles County in the State of California, U.S.A. and waive any jurisdictional, venue or inconvenient forum objections to such courts.

28. Disputes Among Artists, Groups and/or Representative Entities.

In the event that You have any dispute with any Artist, Group (including any member thereof) and/or Representative Entity, You will seek to resolve such dispute directly with such party and, to the extent permitted by applicable law, without the involvement of SoundCloud Monetization. You acknowledge and agree that We have no obligation to resolve, or to participate in any effort to resolve, any dispute between You and any Artist, Group or Representative Entity.

29. Notices

Except as otherwise stated in these Terms of Service, all notices under these Terms of Service must be in writing in order to be effective, and will be deemed to have been duly given or made on the 5th business day in Los Angeles after the notice is emailed, if to SoundCloud Monetization, to https://help.soundcloud.com/hc/en-us/requests/new, or, if to You, to your E-mail. If You accepted these Terms of Service on behalf of an Artist, Group or Representative Entity, You will be responsible for promptly sharing any notices or statements provided hereunder with such Artist, all members of such Group or the Representative Entity, as applicable. Further, if You are a Representative Entity, you will be responsible for promptly sharing any notices or statements provided hereunder with your participating Artists and Groups (including each member of each Group).

30. Miscellaneous

Except as otherwise expressly set forth in these Terms of Service (i.e.with respect to Existing Repost Artists) or any existing written amendment or agreement between You and SoundCloud Monetization which have previously modified these Terms of Service and are still in full effect, these Terms of Service shall supersede all prior and contemporaneous negotiations, understandings, and agreements between the Parties with respect to SoundCloud Monetization.During your participation in the Program if a conflict between these Terms of Service and the SoundCloud Terms of Use occurs, these Terms of Service 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 Start Date, You hereby agree that such content distribution agreement is hereby terminated effective the day preceding the day you click on “Agree“.

Nothing in these Terms of Service 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 of Service and any applicable law pursuant 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 of Service cannot be waived, modified or amended, in full or in part, except by a written agreement signed by You and SoundCloud Monetization (provided that SoundCloud Monetization may modify these Terms of Service solely as set forth above). No waiver by a Party, whether expressed or implied, of any provision of these Terms of Service 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 of Service in the event of any other default, whether or not similar. The rights and remedies of each Party as specified in these Terms of Service 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 of Service were not in existence. These Terms of Service will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. You may not assign these Terms of Service 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 Monetization. Any assignment in contravention of the foregoing sentence shall be deemed null and void ab initio. SoundCloud Monetization may assign these Terms of Service 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. It is not the intention of this agreement or of the Parties hereto to confer a third party beneficiary right of action upon any third party hereunder. You and We have and will have the status of independent contractors hereunder. Accordingly, there is no joint venture, partnership, talent agency or other agency, employer-employee or fiduciary relationship existing between You and Us, and neither You nor We intend to create any such relationship by these Terms of Service.

The Parties’ respective rights and obligations with respect to the subject matter of these Terms of Service shall be solely as set forth herein and in the Documents.

By clicking “Agree”, you represent and warrant that You have read and understood these Terms of Service, will abide by them, and that You are:

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 of Service in your individual capacity; or
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 a member of a Group, and are entering into these Terms of Service 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 of Service on behalf of the Group and each individual member thereof, and to bind the Group and each individual member thereof to these Terms of Service, 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
- are a Representative Entity representing one or more Artists and/or Groups seeking to participate in the Program, are entering into these Terms of Service both in your individual capacity and on behalf of such Artist(s) and/or Group(s) (including each individual member thereof), and you hereby represent, warrant and covenant on a present and continuing basis that you have the legal authority to enter into these Terms of Service on behalf of such Artist(s) and/or Group(s) (including each individual member thereof), and to bind such Artist(s) or Group(s) (including each individual member thereof) to these Terms of Service, and that each such Artist(s) and/or each member of such Group(s) 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
entering into these Terms of Service on behalf of a Representative Entity and its associated Artists and/or Groups (including each individual member thereof) seeking to participate in the Program, and that You hereby represent, warrant and covenant on a present and continuing basis that You have the legal authority to enter into these Terms of Service on behalf of such Representative Entity and such Artists and/or Groups (including each individual member thereof), and to bind them to these Terms of Service.

In addition to the representations set out above and elsewhere in these Terms of Service, where You are binding an Artist, Group or Represented Entity (including its participating Artists and Groups), We reserve the right (but do not have the obligation) to request further proof of your authority to do so, and, if we do so request, You agree to provide Us with such further proof.

To the fullest extent permitted under applicable law: (a) the Platform and the Program are made available to you on an “as is,” “where is” and “where available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) SoundCloud Monetization disclaims all warranties with respect to the platform and the program, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in these Terms of Use) are made for the benefit of both SoundCloud Monetization and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers.