SoundCloud Direct
Welcome to SoundCloud Direct, a service provided by Repost Network Inc. doing business as SoundCloud Direct, a member of the SoundCloud Group (“SoundCloud Direct”, “We”, “Our”, or “Us”).
Welcome Section
Everything you need in one place. Music to your ears, right? We believe creative entrepreneurship should be easier (see also: more fulfilling, rewarding, and successful) for every artist no matter the stage of their journey.
SoundCloud Direct does just that. A single, complete service that combines the tools, data, services and platform you need (and want) to discover, engage, and grow your audience, monetize your tracks and have your music heard across the globe.
SoundCloud Direct helps you showcase your music on all major streaming platforms, ensures you’re getting paid for every stream, and lets you dive into the insights that help you get to know your fans on a more personal level. A comprehensive dashboard to make moves as a creative entrepreneur means you have more time to focus on doing what you love. You know, the reason why you’re here in the first place.
Creating is the fun part, sharing it with the world shouldn't be the hard part.
Summary of SoundCloud Direct Terms of Service:
For convenience, We start with a summary of some of the key terms to which You are agreeing as part of the participation in the SoundCloud Direct Program:
- The Program offers Artists firstly Off-Platform Distribution and secondly On-Platform Monetisation (i.e. monetization on SoundCloud). These Terms of Service apply to both Off-Platform Distribution and On-Platform Monetisation on Soundcloud.
- You may only provide Material in connection with the Program if it is 100% owned and/or controlled by You. Materials cannot be subject to an existing exclusive agreement or arrangement with a third party.
- Unless you otherwise elect, SoundCloud Direct may distribute Your Materials to the extent that SoundCloud Direct has launched distribution to any Music Services.
- SoundCloud Direct’s rights are exclusive only with respect to Your Music Content you choose to distribute via the Program.
- Unless You are an Existing Repost Artist, You will receive Your Off-Platform Distribution Share and SoundCloud Direct will keep an Off-Platform Distribution Fee of 20%.
- If you are an Existing Repost Artist, the Off-Platform Distribution Share You have previously agreed to, in writing, with Repost will continue to apply to any existing or new Music Content you distribute via the Off-Platform Distribution or the remainder of the Off-Platform Distribution Term.
- You retain complete ownership in Your Materials inclusive of the Music Content. However, We need to obtain from You certain exclusive rights to use and distribute, and to allow Music Services to use and distribute Your Music Content and non-exclusive rights in regard to all other Materials during the participation in the Program.
- These Terms of Service shall apply to Your Materials provided to SoundCloud Direct during the Term for Off- Platform Distribution. Unless you are an Existing Repost Artist, the word “Term” means a period of one (1) year in respect of each individual piece of Music Content. For Existing Repost Artists, their previously agreed term won’t change.
## As it relates to On-Platform Monetisation:
- You are entitled to Your On-Platform Monetization Share which means the income generated by SoundCloud Direct based on Fan Powered Royalty® calculations on the Platform without any internal cost deductions as a direct pay-through to You.
- You retain complete ownership of Your Materials. You agree to grant to SoundCloud Direct certain non-exclusive rights to use Your Materials during Your participation in On- Platform Monetization.
- You are not bound to a fixed term by On-Platform Monetization and You may end Your participation in the Program for On- Platform Monetization at any time by notifying SoundCloud Direct.
The summary above is provided for your convenience only and is not a substitute for reading the entire Terms of Service. Please carefully review the Terms of Service below, as 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 consult with legal counsel prior to entering into these Terms of Service.
SoundCloud Direct Terms of Service:
These Terms of Service govern Your, Your Groups or Your Entities participation in SoundCloud Direct’s Program during the Term (as defined below).
If you are a natural person 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 need to agree to these Terms of Service on behalf of yourself and such Group, including each member of the group, and you need the appropriate authorization of all members of the Group.
If you are a natural person intending to participate in the Program on behalf of, or for the benefit of, an Entity, then you then you need to agree to these Terms of Service on behalf of such Entity and you need the appropriate authorization of the Entity.
The Program as defined below offers Artists 1. Off-Platform Distribution and 2. On-Platform Monetisation (i.e. monetization on SoundCloud).
These Terms of Service apply to both Off-Platform Distribution and On-Platform Monetisation. Some sections only refer to either of the aforementioned. The 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 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.
Definitions
If you see an undefined term in these SoundCloud Direct Terms of Service, it has the same meaning given to it in Our SoundCloud Terms of Use.
The following terms have the meanings as follows:
"Advertising Revenues" means any net advertising monies actually received by SoundCloud Direct (i.e. gross advertising monies 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 and any amounts that SoundCloud Direct is required to withhold pursuant to applicable law as set forth in these Terms of Service) from the free-to-the-user portion of SoundCloud Direct in the applicable countries of the Territory during the Term.
“Claim” means all legal action resulting from an alleged dispute or controversy between You and a third party.
"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. Notwithstanding anything herein, SoundCloud Direct's obligations in these Terms of Service in respect of Your Controlled Music Content are limited to 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.
"Controlled Music Content" means a Track or Music Track in respect of which the Artist represents and warrants to SoundCloud Direct that such Artist owns or controls all rights including 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.
“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.
“Documents” collectively refer to SoundCloud Direct Terms of Service, the SoundCloud Terms of Use, the SoundCloud Community Guidelines, Privacy Policy and any other terms specifically referred to in any of those Documents.
“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 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.
“Entity” means 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.
“Existing Repost Artist” means a person, Group, or Entity that 1. prior to February 28, 2020, agreed to Repost’s Network Inc Terms of Service, or 2. 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 found here.
“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 third party legal fees and third party costs of investigation.
“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 other content, data or information that You upload, 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).
“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 and public performance, however characterized in the applicable Territory, of Compositions embodied in Your Music Content.
“Music Services” refers to digital download stores, digital streaming services, social media services and all other services other than the Platform, including terrestrial radio collectively, which publicly perform or otherwise make available or communicate music to the public.
"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 being musical in nature or is identified in good faith by SoundCloud Direct, either through metadata tags, SoundCloud Direct'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 Music Services pursuant to the Program, after deducting 1. any payment processing fees, taxes, or other amounts that SoundCloud Direct is required to withhold pursuant to applicable law (as more fully described below) or 2. 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 Direct’s behalf) Your Revenues.
“Off-Platform Distribution” means the ability to distribute Your Music Content to Music Services.
“Off-Platform Distribution Share” means 80% of Net Revenues for Off-Platform Distribution generated from all Music Services.
“Off-Platform Distribution Fee” means a fee of 20% from Net Revenues for Off- Platform Distribution which We will retain from all 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.
“On-Platform Monetization Share” means the income generated by SoundCloud Direct 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 found here.
“Party” refers to You or SoundCloud Direct, individually, and “Parties” refers to You and SoundCloud Direct, 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.
"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 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 the Terms of Service hereunder.
"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 Program's Terms of Service by clicking "Agree" below.
“Term” refers to both, the Term for On-Platform Monetization and Term for Off-Platform Distribution.
“Term for On-Platform Monetization” refers to the time these Terms of Service shall apply to You and SoundCloud Direct 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 Direct from the Start Date through the End Date in regards to Off-Platform Distribution.
“Terms of Service”are these applicable terms of service of the Program.
“Territory” means worldwide.
“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 Direct, 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 Direct 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 is compliant with the requirements set forth in the Rights and Obligations section of these Terms of Service and is being musical in nature or is identified in good faith by SoundCloud Direct, either through metadata tags, SoundCloud Direct'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 the natural person who enters into this Agreement either for itself, for a Group or for an Entity.
“Your Revenues” means the aggregate of Your On-Platform Monetization Share and Your Off- Platform Distribution Share.
Eligibility Criteria
The following eligibility criteria are required in order to enter into these Terms of Service. Further eligibility criteria, which have to be met in addition at the time agreeing to the Terms of Service, can be found here and can be changed at any time at Our sole discretion.
The following eligibility criteria are required in order to enter into these Terms of Service. Further eligibility criteria, which have to be met in addition at the time agreeing to the Terms of Service, can be found here and can be changed at any time at Our sole discretion.
- Your Eligibility
To be eligible to participate in the Program, You must be 1. a natural person, 18 years of age (or the applicable age of majority in your jurisdiction) or older, 2. 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 a person's jurisdiction) or older, or 3. a company or other legal entity.
- Subscription Requirement
You, Your Group or Your Entity are free and unlimited in regard to the amount of Tracks you want to monetize and distribute if You have a paid Artist Subscription. Without a paid Artist Subscription there are limitations outlined in the further eligibility criteria to be found here.
- Material Eligibility
You may only provide Material in connection with the Program if it 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 systematically computer-generated through the use of artificial intelligence or any other means or method are not eligible at this time – so please do not submit them.
We currently accept high-quality WAV and FLAC files. We and/or Music Services may accept or require different formats from time to time during the Term and SoundCloud Direct 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 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 Music Service may require. You acknowledge that SoundCloud Direct will not be obligated to distribute Your Music Content until We have received such metadata and cover art.
Unless you otherwise elect, SoundCloud Direct may distribute Your Materials to the extent that SoundCloud Direct has launched distribution to any Music Services. The Music Services we work with may change from time to time. We may add new Music Services or terminate our cooperation with Music Services. Your Materials will automatically be sent to any Music Service We will distribute to in the future. We will send updates on Music Services to which SoundCloud Direct distributes to Your E-Mail.
As described in more detail below, SoundCloud Direct’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 undertake to provide Your Materials to 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 and those of any Music Service. SoundCloud Direct and each Music Service will determine the format or media and other terms on which each Music Service offers content (including Your Music Content) to its users, in its discretion and according to its business model. SoundCloud Direct is not responsible for, and cannot control, what Music Services do in that regard, and by choosing to distribute Your Music Content to a particular Music Service. You acknowledge, however, that SoundCloud Direct does not control if and/or how long it will take for a particular Music Service to integrate, process and make Your Materials available to its users. Please note that if 1. the data accompanying Your Music Content is inaccurate or incomplete, or 2. You attempt to distribute Your Music Content that You have already distributed to a Music Service, it may prevent SoundCloud Direct and/or the Music Service from making Your Music Content available to their users.
Notwithstanding the foregoing, 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 may cease to make available some or all of Your Music Content at any time in accordance with their policies and practices (e.g., a change in the required metadata or file format type). As a result, SoundCloud Direct cannot and does not guarantee or promise that Your Music Content will be distributed by any or a particular Music Service(s).
Notwithstanding the foregoing, SoundCloud Direct may decline to distribute or remove some or all of Your Music Content from any or all Music Services and/ or in a particular Territory, if 1. We receive any Claims regarding any of Your Materials, 2. We reasonably believe that any Claims or issues may arise, 3. Your Materials may violate these Terms of Service or any other Documents or the terms and conditions or policies of any Music Service, or 4. We have any reasonable concerns, 5. our agreement with any Music Service expires or terminates, or 6. that Music Service ceases to operate entirely or in a particular Territory.
We will use commercially reasonable efforts to distribute Your Music Content to Your selected Music Services on a worldwide basis.
By opting into the distribution of Your Music Content by the Music Services You select, You warrant to SoundCloud Direct that You have read, understood and agreed to be bound by its pricing structure all of the terms and conditions, privacy policy and other policies of that Music Service, and that You and Your Materials will comply fully with those terms and conditions and such policies.
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, You will receive Your Off-Platform Distribution Share and SoundCloud Direct will keep an Off-Platform Distribution Fee. By participating in Off-Platform Distribution , You authorize SoundCloud Direct to collect (and authorize third parties to collect on SoundCloud Direct’s behalf) Your Off- Platform Distribution Share.
If you are an Existing Repost Artist, the Off-Platform Distribution Share You have previously agreed to, in writing, with Repost will continue to apply to any existing or new Music Content you distribute via the Off- Platform Distribution or the remainder of the Off- Platform Distribution Term, and Your Off-Platform Distribution Share, as defined in any previous written agreement with Repost, are expressly incorporated herein.
Each Music Service will determine how Your Music Content is made available and priced to users of such Music Service. You understand and acknowledge that Music Services and third parties providing services on SoundCloud Direct’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 Direct. 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 Music Services. SoundCloud Direct shall be entitled to rely on the payments and accountings received from Music Services, and has no obligation to independently review or confirm such payments or accountings.
You retain complete ownership in your Materials inclusive of the Music Content. However, in order to distribute Music Content to Music Services as contemplated in these Terms of Service, We need to obtain from You certain exclusive rights to use and distribute, and to allow Music Services to use and distribute Your Music Content and non-exclusive rights in regard to all other Materials during the participation in the Program. The rights You are granting to SoundCloud Direct for the Program are exclusive only with respect to the Music Content distributed under the Program, meaning You are free to use any other service on an exclusive or non-exclusive basis to distribute any other Music Content which is not delivered to SoundCloud Direct.
Accordingly, You hereby grant to SoundCloud Direct during the Off-Platform Distribution Term the exclusive, assignable (as set forth herein), sublicensable (through multiple levels) right and license to, on a worldwide basis:
- distribute Your Materials to Music Services, including rights to ingest, reformat, reproduce, and store Your Materials, and to deliver Your Materials to Music Services for those Music Services to sell, reproduce, host, store, transmit, broadcast, stream, download, perform and display (publicly or otherwise), communicate to the public, and make available 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 Music Services and/or their users, including the promotion of Your Materials to such users and potential users;
- use, perform, reproduce, synchronize and/or fix Your Materials, or any audio excerpts therefor, in timed-relation with visual or moving images, but only to the extent Your Materials are distributed to a UGC video-sharing Music Service (e.g., TikTok or Instagram); and
- otherwise use Your Materials as reasonably necessary for SoundCloud Direct 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 Direct and its Related Parties.
For the avoidance of doubt, the rights You grant to SoundCloud Direct in Your name (including Artist and/or band name, image, likeness, artwork, pictures, photographs and biographical information) are licensed on a non-exclusive basis.
You acknowledge that Your Material is distributed to UGC platforms (including but not limited to YouTube, Triller, Tik Tok, Snapchat etc.) if you select the respective distribution channel in the uploading process. SoundCloud Direct 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 content on the UGC platform that you strongly disagree with or find extremely distasteful. 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 is subject to the UGC platform community standards and/or other applicable policies; SoundCloud Direct does not control, or have the ability to remove content from, a third party UGC platform or other properties.
In the event Your Materials include Third Party Music Publishing Rights or any other rights of third parties, as between You and SoundCloud Direct, 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 Direct’s Off-Platform Distribution hereunder as well as royalties or any other payments due to Artists, producers, musicians and other persons who performed in 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 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, that you grant us the necessary (and transferable) rights of use to the underlying Compositions of the Track with the upload of the Track.
For digital download sales in the United States, Your Off Platform Distribution Share typically includes the mechanical royalty on the underlying Composition. In the case of iTunes, 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 Direct, it is your obligation to pay these royalties to the person or entity that does. Outside of the United States, SoundCloud Direct customarily requires 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 Music Service concerned from the proceeds payable to SoundCloud Direct.
These Terms of Service shall apply to Your Materials provided to SoundCloud Direct during the Term for Off- Platform Distribution. Unless you are an Existing Repost Artist, the word “Term” means the period commencing on the Start Date or (ii) the date that You submit or otherwise make available Your Materials to SoundCloud Direct, 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. The Terms of Service 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 Direct at least 60 days prior to the expiration of the Term for Off- Platform Distribution or (b) Your applicable Artist Subscription is canceled and/or are 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 any existing, written agreements You have previously entered into with Repost.
You are entitled to Your On-Platform Monetization Share as set out in the Definitions.
You retain complete ownership of Your Materials. You agree to grant to SoundCloud Direct certain non-exclusive rights to use Your Materials during Your participation in On- Platform Monetization . As this license is entirely non-exclusive, You are free to use any other service or platform to monetize Your Music Content. Further, You have the right at any time to remove via SoundCloud Direct 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 Direct 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:
- reproduce, host, store, transmit, stream, perform and display (publicly or otherwise) and make available Your Materials via the Platform (including temporary local storage copies embodying Your Materials).
- 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.
- 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 Materials in any format, media or distribution channel now known or later discovered to promote the availability of Your Materials on the Platform; (a) so that users who have added Your Music Content to their playlists are not negatively affected by Your removal of such Music Content, stream excerpts of Your Music Content via the Platform of Your Controlled Music Content you have removed; (b) sell time-limited access to, advertisements against and sponsorships of Your Materials in connection with the Platform; and (c) otherwise use Your Materials as reasonably necessary for SoundCloud Direct 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.
SoundCloud Direct will require the Platform to be responsible for obtaining 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 Direct 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.
These Terms of Service shall apply to You and SoundCloud Direct 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 Direct in accordance with this section Termination by You.
Statements and Accounting
As set out in this section, and subject to these Terms of Service, You will receive Your respective Revenues as follows: (a). In connection with Off-Platform Distribution of Your Music Content upon 60 days after We receive revenues from Music Services and (b) for On- Platform Monetization We will pay You for each calendar month Your On-Platform Monetization Share due to You hereunder within 45 days.
SoundCloud Direct'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 Direct 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 Direct 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 Direct may select, and SoundCloud Direct may compute currency conversions using conversion rates published by third parties. Your Revenues will be remitted to the PayPal account or any other accepted payment provider You designate in the settings. If You have entered into these Terms of Service on behalf of a Group, or if You are a member or manager of a Group, as between You and SoundCloud Direct, You shall be solely responsible for the allocation and distribution of Your Revenues among the members of the Group. SoundCloud Direct 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 Direct.
SoundCloud Direct 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 Direct to You hereunder for such period. If Your Revenues in any given accounting period are less than U.S. $5, Your Revenues will be carried over and added to Your Revenues for the next accounting period. Your Revenues will be carried over, and shall be paid out or made accessible to be paid out, in the next monthly payment after Your Revenues exceed U.S. $5.
Each statement SoundCloud Direct provides to You will be deemed to be final and incontestable 2 years from the date such statement is first provided by SoundCloud Direct if You do not provide written notice of any objections to such statement to SoundCloud Direct within that period of time.
Termination, Suspension and Survival
Termination by You
You may end Your participation in On-Platform Monetization 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 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.
Termination by Us
We have the right to terminate Your participation in the Program: (a) 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 (b) 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, (c) because Your applicable Artist Subscription has been canceled by You, or (d) for failure to pay any applicable subscription fees which were duly charged.
In the case of (a) and (b) above We reserve the right to remove any or all of Your Materials from the Platform). In the case of (c) above Your Music Content may be removed from Music Services and may not be eligible for Off- Platform Distribution, in Our sole discretion. In the case of (d) above, We may continue to distribute and make available Your Music Content to 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 Direct will, as soon as practicable after the expiration of the Term for On-Platform Monetization and/ or Off-Platform Distribution, issue a final statement together with payment for 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 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.
The following named sections survive termination or expiration of these Terms of Service: “Ownership”; “Term for On-Platform Monetization”; “Term for Off-Platform Distribution”; “Termination, Suspension and Survival”; “Third Party Rights Obligations for Off-Platform Distribution”; “Third Party Rights Obligations for On-Platform Monetization”; “Representations and Warranties”; “Indemnification”; “Withholding and Offsetting of Your Revenues”; “Limitation of Liability”; “Confidentiality”; “Governing Law and Forum”; “Notices”; and “Miscellaneous”.
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 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.
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 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 Direct).
SoundCloud Direct 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 Direct may advertise, promote and offer for sale its consumer and B2B offerings at any retail prices it chooses. SoundCloud Direct 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 Direct may also negotiate with 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 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 Direct 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 Direct receives a takedown notice from a Music Service or if SoundCloud Direct knows or has reason to believe that such Materials are in violation of applicable law, these Terms of Service, or could expose SoundCloud Direct to potential liability.
You shall not interfere with the normal operation of SoundCloud Direct 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 Revenue and Your Revenues will be forfeited as defined in the Withholding and Offsetting of Your Revenues section below.
Notwithstanding anything herein, SoundCloud Direct's obligations in these Terms of Service in respect of Your Music Content are limited to the Territory.
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.
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 from time to 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). It is Your responsibility to check this page from time to time for updates. When We make any material changes to these Terms of Service, We will provide You with 2 weeks’ notice prior to such updates taking effect. Such notice will be provided by E-Mail. Any such updates will not apply to any dispute between You and Us arising prior to the date on which such updates take effect.
Your continued participation in the Program following the end of the 2 week notification period 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.
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 Direct may use, store, transmit, and otherwise process such personal data to the extent necessary for it to perform its obligations under these Terms of Service, including transferring such personal data to SoundCloud Direct and/or Our third party service providers and to Music Services in order to make Your Music Content available on such Music Services as contemplated herein.
Ownership
As between You and SoundCloud Direct, 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 Direct 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 Direct.
Representations and Warranties
You represent and warrant that: (a) Your Materials (including Your Music Content), You provide to SoundCloud Direct pursuant to these Terms of Service, and the use thereof by SoundCloud Direct 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 Music Services and inclusion in the Program, and to authorize SoundCloud Direct 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 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 Direct’s exercise of its rights or business, including without limitation the operation of the Platform or the Program.
The Platform, the Program and Music Services are provided to You on an “as-is,” “where-is” and “where-available” basis, without any express representations or warranties of any kind. SoundCloud Direct does not warrant that the Platform, the Program and Music Services will operate uninterrupted or error-free. SoundCloud Direct 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 Music Services, or any elements thereof.
Indemnification
You agree to defend, indemnify and hold harmless SoundCloud Direct and Our Related Parties and sublicensees (including Music Services), and Our and their officers, agents, 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 Group members, Music Services, and third parties providing services on SoundCloud Direct’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’ terms and conditions or other policies; (c) that one or more items of Your Materials (including Your Music Content) infringe or violate the rights of any third party; (iv) alleging a violation of any law or regulation applicable to Your use of the Platform, the Program or Music Services; or (d) arising from or relating to a dispute between or among members of a Group with which You are associated; (e) 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; or (f any Claim arising from or relating to a dispute between or among members of a Group with which You are associated.
SoundCloud Direct agrees to defend, indemnify and hold harmless You and Your Related Parties, officers, agents, representatives, past and present employees, directors, and permitted assigns 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 Direct of these Terms of Service, including any warranty, representation, agreement or covenant made in these Terms of Service by SoundCloud Direct.
The persons and entities entitled to be indemnified under the above two sections (individually and collectively, “Indemnitee”) will: (a) promptly inform the indemnifying Party under the above two sections (“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, 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 Indemnitee, is subject to the Indemnitee’s prior written consent.
Withholding and Offsetting of Your Revenues
Without waiving any right or remedy available to SoundCloud Direct 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 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 Direct 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 the Rights and Obligations section. SoundCloud Direct 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 Direct determines, in its good faith discretion, that they are the result of fraud and/or infringement. Certain 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.
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 Direct 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 Direct’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 Direct’s liability.
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 Direct, 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 Direct 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.
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.
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 Direct, to https://help.soundcloud.com/hc/en-us/requests/new, or, if to You, to Your Email. If You accepted these Terms of Service 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
Except as otherwise expressly set forth in these Terms of Service (i.e. with respect to Existing Repost Artists), these Terms of Service shall supersede all prior and contemporaneous negotiations, understandings, and agreements between the Parties with respect to SoundCloud Direct. 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 Direct (provided that SoundCloud Direct 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 Direct. Any assignment in contravention of the foregoing sentence shall be deemed null and void ab initio. SoundCloud Direct 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, agency, employer-employee or fiduciary relationship existing between You and we, 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 and any implied terms or conditions are hereby excluded.
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
- the manager of a Group, are entering into these Terms of Service 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 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
- that You are entering into these Terms of Service on behalf of an Entity 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 the Entity and to bind the Entity to these Terms of Service.
We reserve the right to request appropriate proof of authority in the case of representation of a Group or an Entity.
Last Amended: October 12, 2022
Links to prior versions
You will find a link to prior versions of our Artist Distribution Terms below.