Welcome to Promote on SoundCloud (the "Program"), a service provided by SoundCloud Global Limited & Co. KG and its affiliates ("SoundCloud", "we", "our", or "us").
Promote on SoundCloud is a program that is available only to eligible creators and content partners (Program eligibility requirements are set forth below). If you are an eligible creator or content partner ("you" and "your"), Promote on SoundCloud enables you to promote your original content via native promotional placements (each a "Promotion") on the Properties (defined below), purchased by you directly via our self-serve promotion platform (the "Self-Serve Platform"). These terms and conditions (the "Self-Serve Terms") govern your participation in the Program and use of the Self-Serve Platform.
The Program is only available to active members of the SoundCloud Premier monetization program and select content partners. The Program is invitation-only, so you must be approved by and receive an invitation from SoundCloud before you can participate and get access to the Self-Serve Platform. For the avoidance of doubt, SoundCloud has no obligation to invite you to participate in the Program, or to make the Self-Serve Platform available to you.
Additionally, to be eligible to participate in the Program, you must be (i) 18 years of age (or the applicable age of majority in your jurisdiction, if other than 18) or older, (ii) a duo, band, or group (collectively, a "Group"), each member of which is 18 years of age (or the applicable age of majority in such person's jurisdiction, if other than 18) or older, or (iii) an entity with legal authority to act on behalf of an individual or a Group (an "Entity").
If you are an individual or an Entity participating in the Program not only on your own behalf or benefit but also on behalf of, or for the benefit of, a Group, then you are agreeing to these Self-Serve Terms on behalf of yourself and such Group, including each member of the Group and references to "you" and "your" in these Self-Serve Terms will refer to both the individual or Entity and to such Group (including each member of the Group). If you are an individual participating in the Program on behalf of, or for the benefit of, an Entity, then you are agreeing to these Self-Serve Terms on behalf of yourself and such Entity and references to "you" and "your" in these Self-Serve Terms will refer to both the individual and to such Entity.
Terms and Conditions
By checking the box to agree to these Self-Serve Terms and clicking the button to create an account in the Self-Serve Platform, you are entering into a legally binding contract with respect to your (and, if applicable, your Group or Entity's) participation in the Program, and are agreeing to be governed by and comply with these Self-Serve Terms.
Changes to Self-Serve Terms
SoundCloud may change, update, or replace these Self-Serve Terms from time to time in its sole discretion. If we do, we will let you know by revising the “Last Updated” legend at the bottom of the Self-Serve Terms. It is your responsibility to review the Self-Serve Terms whenever you access or use the Self- Serve Platform and we encourage you to do so.
If we make a material change to these Self-Serve Terms, we will provide you with two (2) weeks’ notice of the change before it goes into effect, such notice to be provided via a means that we deem appropriate under the circumstances, which may include sending an email to you at the most current email address that we have on file for you. Your continued use of the Self-Serve Platform after changes to the Self-Serve Terms go into effect will constitute your acceptance of any such changes and your consent to being bound by the revised Self-Serve Terms. Any such change will not apply to any dispute between you and us arising prior to the date on which the change takes effect.
You may only submit original sound recordings and musical compositions that are monetizing on the Properties (each a “Track”), together with any artwork, photographs, videos, images, graphics, text, biographical information, or other materials, content, information, or data associated with each Track (collectively, “Assets”), for promotion via the Self-Serve Platform. Tracks must be set to public in order to be included in any Promotion. Covers, remixes, mixes, mash-ups, DJ sets, spoken-word works, and podcasts are not eligible for the Program at this time, and you agree not to include such content or materials in your Tracks or Promotions. We reserve the right to introduce new technical standards or formatting requirements from time to time at our discretion. For purposes of these Self-Serve Terms, your Tracks together with any Assets you provide are collectively referred to as “Content” herein.
License to Content
By submitting Content to the Self-Serve Platform, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers including, without limitation, through SoundCloud's affiliates, subsidiaries, partners and service providers), transferable right and license to (i) use, reformat, cache, encode, reproduce, transmit, broadcast, publish, display, perform, exhibit, promote, and otherwise exploit your Content on the Properties in connection with the Program; and (ii) exercise and exploit any and all intellectual property rights, publicity rights, and any other proprietary rights embodied in any Content, in any manner or media now known or later developed, in connection with the Program.
By using the Self-Serve Platform, you authorize SoundCloud to format, reproduce, display, publish and promote your Content via Promotions, including through automated tools and processes, in any size, placement, or location, on any websites or desktop or mobile applications owned or controlled by SoundCloud, including but not limited to www.soundcloud.com (the “Properties”).
SoundCloud may make certain tools available to you to assist in developing Promotions or in your trafficking or targeting decisions; however, if you choose to utilize these tools, you remain solely responsible for any trafficking or targeting decisions, and for the Content itself. We may also make certain reporting information available to you to help you understand how your Promotions perform; however; we make no guarantees as to the accuracy, quality, suitability, or reliability of such information. It is your responsibility to monitor your Promotions and ensure they are consistent with your objectives. You are solely responsible for any changes to your Promotions and/or Bookings. At any time, SoundCloud may limit the number of Promotions you can run via the Self-Serve Platform in its discretion. SoundCloud may label any Promotion as "promoted" or any similar designation in its discretion.
While SoundCloud will make commercially reasonable efforts to keep the Self-Serve Platform operational, we make no guarantees that the Self-Serve Platform will be available continuously or on a 24 x 7 x 365 basis. Certain technical difficulties or maintenance may result in interruptions or downtime. SoundCloud reserves the right, periodically and at any time in its sole discretion, to modify, limit, restrict, suspend, or discontinue, temporarily or permanently, in whole or in part, any or all functions, features, or capabilities of the Self-Serve Platform, with or without notice, and without any liability to you or any third party, except to the extent prohibited by law.
You are solely responsible for all of the Promotions that you choose to run through the Self-Serve Platform, including providing all Content necessary to create a Promotion and placing an order for its insertion on the Properties (each a "Booking"). You are responsible for setting all of your desired parameters for each Promotion and/or Booking, including the maximum amount you want to spend (each a "Budget"), the start and end date of your Promotion(s), and various targeting criteria, each subject to limits set by SoundCloud from time to time in its sole discretion. Each Promotion will end and stop delivering impressions upon the earlier of (i) the date that your Budget for the applicable Promotion has been reached, or (ii) the specified end date for the Promotion.
Provided your Promotion is approved by SoundCloud (in its discretion), SoundCloud will use commercially reasonable efforts to ensure your Promotion is delivered according to your selected criteria, however, SoundCloud does not guarantee the performance of Promotions, or that Promotions will reach the audience intended or users targeted. SoundCloud is not responsible for any technological issues that may affect the performance of Promotions or the Properties. SoundCloud reserves the right to reject, delay approval or publication of, pause, suspend, or cancel any Promotion or Booking placed through the Self-Serve Platform for any reason in its sole discretion, without any liability to you or any third party.
Payment and Taxes
Promotions are purchased on a cost-per-thousand basis in the Self-Serve Platform, meaning you'll select the number of thousands of impressions you want at a fixed price. You will only be charged for delivered impressions. All charges are based on SoundCloud's measurement, which is final and definitive under these Self-Serve Terms. Any amounts paid for delivered impressions are non-refundable.
In order to purchase Promotions via the Self-Serve Platform, you must provide payment information for a form of payment currently accepted in the Self-Serve Platform. You represent that any payment information you submit via the Self-Serve Platform, is true, accurate, and complete, and you agree to keep it that way at all times.
If you pay for Bookings with a credit card, you will be required to provide a valid payment card number and associated payment information that you are authorized to use. By submitting this information, you expressly authorize SoundCloud, our business partners, and our, and our business partner's, third party payment processors (as applicable) to (i) charge the card and run one or more payment card authorization checks on your card before it is charged; and (ii) store your payment card information and to continue billing the card until your Booking has been fulfilled. If payment from your credit card or other payment method is not received, your remain obligated and agree to pay all amounts due upon request from SoundCloud for purchased Promotions.
If your payment method fails, SoundCloud and/or our business partners may take steps to collect past due amounts using collection mechanisms it deems appropriate and may terminate any current or future purchase of Promotions on the Self-Serve Platform. You are responsible for paying all amounts billed to your payment method, whether or not authorized by you. You will pay all reasonable costs and expenses (including reasonable attorneys' fees) incurred in collecting any late payments. Any disputes about payments made in connection with the Program must be submitted through a support request within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge.
Where SoundCloud has, at its own discretion, agreed to invoice you directly for Promotions you purchase via the Self Serve Platform, SoundCloud will issue the invoice at the end of the calendar month in which the Promotion first delivered, and then on a monthly basis, and shall be payable within 30 days. The invoice(s) shall relate to Promotions delivered up to the date indicated, the charges for which shall be calculated on a pro-rata basis as determined by SoundCloud. You shall make all payments due without deduction, whether by way of set-off, counterclaim, discount or otherwise.
SoundCloud reserves the right to collect any sales, use, value added, or similar taxes, duties, charges or assessments that may become due in accordance with applicable law in connection with your use of the Self-Serve Platform or participation in the Program. Any applicable taxes will be in addition to your Budget and charged as a separate item.
Credits and Discounts
SoundCloud, in its sole discretion, may choose to offer, increase, modify, or revoke any credit or discount extended to you at any time.
Modifications and Cancellations
You may you pause or modify targeting criteria for your Promotion at any time, but such actions must be performed by you in the Self-Service Platform. To cancel a Promotion and prevent further delivery you must pause your Promotion through the end date you set for it.
Make-Goods and Refunds
Make-goods for under-delivery of impressions are not currently available in the Self-Serve Platform. In the event a Promotion under-delivers purchased impressions, or in the event a Promotion or Booking is cancelled, a pro-rata refund will automatically be made for the unfulfilled portion of your Booking to your credit card or other payment method on record. You agree that the foregoing refund constitutes your sole and exclusive remedy with respect to any under-delivery of impressions or cancelled Promotions or Bookings.
For the avoidance of doubt, the Self-Serve Platform is the property of SoundCloud and/or its licensors. Subject to your compliance with these Self-Serve Terms, SoundCloud grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Self-Serve Platform solely as permitted by these Self-Serve Terms. All SoundCloud trademarks, service marks, trade names, logos, domain names, and any other features of the SoundCloud brand ("Brand Features") are the sole property of SoundCloud. These Self-Serve Terms do not grant to you any rights to use any Brand Features, including in any Promotion, whether for commercial or non-commercial use, and all goodwill generated from any SoundCloud Brand Features will inure solely to SoundCloud. Except for the limited rights expressly granted to you hereunder, SoundCloud grants no right, title, or interest to you in the Self-Serve Platform or Properties, by implication or otherwise. All rights not expressly granted to you are reserved by SoundCloud.
Restrictions on Use
You shall not:
- Use Content to advertise or sponsor any third party goods or services or include any third party trademarks, logos, or branding in any Promotion;
- Authorize or encourage any third party to generate fraudulent impressions, clicks, plays, page visits, views or other interactions on the Properties or use any unauthorized means to extract or disclose any data from the Self-Serve Platform;
- Promote or engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fines, penalties or other liability to SoundCloud, its business partners, or any of its affiliated companies;
- Introduce any viruses, worms, trojan horses or other code that could harm or interfere with the Properties or SoundCloud's systems;
- Reverse engineer, decompile, disassemble, modify, or create derivative works of the Self-Serve Platform or any portion thereof;
- Sell, rent, sublicense, lease, transfer, distribute, or otherwise make available the Self-Serve Platform to any third party;
- Use any means, whether through robots, scripts, spiders, or otherwise, to access, monitor, scrape or copy content from the Properties; or
- Do anything that could disable, overburden or impair the Properties, SoundCloud's systems or servers, or the proper operation of the Self-Serve Platform.
Suspension or Termination
SoundCloud reserves the right to suspend, limit, restrict, or terminate your participation in the Program or access to the Self-Serve Platform, at any time in its sole discretion, if we believe (i) that you have violated these Self-Serve Terms, including any terms and conditions contained in any Documents incorporated herein, or (ii) any of your Content, in whole or in part, violates applicable law or third party rights, or could expose SoundCloud to liability. We may also terminate your participation in the Program for any or no reason by providing 30 days written notice to you, counted from the date we send an email to the last email address you have provided us.
You may also end your participation in the Program by submitting a support request clearly indicating that you wish to stop participating in the Program. For the avoidance of doubt, if you end your participation in the SoundCloud Premier monetization program, or your participation is suspended or terminated by SoundCloud, you will no longer be eligible for the Program.
Personal Data and Privacy
Representations and Warranties
You represent and warrant that you (i) have the full right, power, and authority to enter into and perform under these Self-Serve Terms; (ii) you meet the eligibility requirements for the Program as set forth above; (iii) you are fully authorized to publish any Promotion, including to act on behalf of any owner of any right, title or interest in any Content you submit to the Self-Serve Platform for inclusion in any Promotion; (iv) own or control, or otherwise have obtained, and hereby grant to SoundCloud and its affiliates all the necessary rights, consents, permissions, and licenses to use and exploit any Content included in your Promotion(s) as contemplated in these Self-Serve Terms; (v) will comply with all laws and regulations applicable to your participation in the Program and use of the Self-Serve Platform; and (vi) are in full compliance with the Community Guidelines.
You further represent and warrant that any Content and other material you submit to the Self-Serve Platform or include in any Promotion (i) complies with all applicable laws and regulations; (ii) does and will not misappropriate, infringe, or violate third party rights, including but not limited to any intellectual property rights, performance rights, or rights of publicity or privacy; (iii) is and will not be misleading or deceptive or imply or represent any party has sponsored or endorsed another party where it has not; (iv) will not be used to advertise or sponsor any third party product or service; and (v) will not contain or promote any material that is illegal, hate speech, pornographic, obscene, threatening, abusive, harassing, discriminatory, defamatory, libelous, or in breach of confidentiality.
ALL ASPECTS OF THE SELF-SERVE PLATFORM AND ITS PERFORMANCE ARE PROVIDED "AS IS," AS AVAILABLE, AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SOUNDCLOUD, ITS AFFILIATES, NOR ITS BUSINESS PARTNERS MAKE ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. NEITHER SOUNDCLOUD, ITS AFFILIATES, NOR BUSINESS PARTNERS, MAKE ANY GUARANTEE IN CONNECTION WITH THE SELF-SERVE PLATFORM OR RESULTS OBTAINED THEREFROM, INCLUDING WITHOUT LIMITATION THE DISPLAY OF CONTENT, AVAILABILITY, QUANTITY, OR DELIVERY OF IMPRESSIONS, AND ANY USER ACTIONS RELATED TO PROMOTIONS. FURTHER, SOUNDCLOUD MAKES NO GUARANTEES OR COMMITMENTS REGARDING THE PERFORMANCE OF YOUR BOOKINGS OR PROMOTIONS OR ANY OTHER ANTICIPATED BENEFITS RELATED TO YOUR USE OF THE SELF-SERVE PLATFORM, OR THAT THE PROGRAM IS SUITABLE FOR YOUR INTENDED PURPOSES OR OBJECTIVES.
IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SOUNDCLOUD, ITS AFFILIATES, NOR ITS BUSINESS PARTNERS, ARE OR WILL BE LIABLE, AND YOU AGREE NOT TO HOLD SUCH PARTIES RESPONSIBLE FOR ANY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, MONEY, OPPORTUNITY, GOODWILL OR REPUTATION, BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSS RESULTING DIRECTLY OR INDIRECTLY FROM THE REJECTION, SUSPENSION OR TERMINATION OF ANY BOOKING OR REMOVAL OF ANY PROMOTION.
Limitation of Liability
EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS OR ANY FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED BY ANOTHER PARTY ARISING OUT OF ANY BOOKING OR PROMOTION OR THESE SELF-SERVE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN YOUR PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SOUNDCLOUD, ITS AFFILIATES, NOR BUSINESS PARTNERS MAY BE HELD LIABLE UNDER THESE SELF-SERVE TERMS FOR MORE THAN THE GREATER OF (I) THE AMOUNT PAID BY YOU UNDER THESE SELF-SERVE TERMS DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (II) $100 US DOLLARS.
As used in these Self-Serve Terms, “Confidential Information” means any non-public information, non- public beta features, statements, data, usage reports or other materials provided by SoundCloud in connection with these Self-Serve Terms. Except with the prior written consent of SoundCloud, you may not use Confidential Information except for purposes of performing under these Self-Serve Terms or disclose any Confidential Information other than to your 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 your obligations. Notwithstanding the foregoing, nothing in these Self-Serve Terms prohibit or limit your use or disclosure of information (a) previously known to you by lawful means without an obligation of confidentiality, (b) independently developed by or for it without use of or access to SoundCloud’s Confidential Information, (c) acquired by you from a third party which, to the best of your knowledge, is not under an obligation of confidentiality with respect to such information, (d) which is or becomes publicly available through no breach of these Self-Serve Terms, (e) in connection with any audit, where such auditor has agreed to be bound by this paragraph, or (f) in connection with any legal, governmental or administrative proceeding, provided that prior written notice of such disclosure is furnished to SoundCloud in order to afford SoundCloud a reasonable opportunity to seek a protective order, 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.
Except as otherwise stated in these Self-Serve Terms, all notices under these Self-Serve Terms must be in writing in order to be effective, and will be deemed to have been duly given or made on the fifth business day in New York after the notice is emailed, if to SoundCloud, to email@example.com, or, if to you, to the most current email address that we have on file for you. If you accepted these Self-Serve Terms on behalf of a Group, you will be responsible for promptly sharing any notices or statements provided hereunder with all members of the Group.
All disputes and claims arising out of or relating to the Program or these Self-Serve Terms will be governed by the laws of the State of New York, without regard to its conflict of laws rules, or any rules of private international law, that would lead to the application of any other laws, and you agree to the exclusive jurisdiction in the federal and state courts located in New York, NY, and waive any jurisdictional, venue or inconvenient forum objections to such courts. These Self-Serve Terms will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.
Notwithstanding the foregoing, solely if you are (i) a resident of a member state of the European Union; (ii) not a professional musician or an Entity, and (iii) the applicable dispute does not arise in connection with your participation in the Program while outside of the European Union, then these Self-Serve Terms will be governed by the laws of Germany, without regard to its conflict of laws rules, or any rules of private international law, that would lead to the application of any other laws, and you agree to the exclusive jurisdiction of the courts located in Germany.
These Self-Serve Terms contain all of the terms and conditions agreed between the parties and supersedes all other agreements or understandings between the parties relating to its subject matter, including previous versions of the Self-Serve Terms. Nothing in these Self-Serve Terms shall be construed to require the commission or omission of any act contrary to applicable law. Neither party will be treated as having waived any rights by not exercising, or delaying the exercise of, any rights under these Self-Serve Terms. These Self-Serve Terms cannot be waived or amended, in whole or in part, except by a written agreement signed by you and SoundCloud (provided SoundCloud may modify these Self-Serve Terms as set forth herein). No waiver by either party of any provision of these Self-Serve Terms will affect that party's right to subsequently enforce such provision. The rights and remedies of each party under these Self-Serve Terms are not, unless otherwise expressly set forth herein, to the exclusion of any other rights or remedies of such party. If a portion of these Self-Serve Terms are deemed invalid, illegal or unenforceable, the rest of the Self-Serve Terms will remain in effect. Unless expressly stated herein, these Self-Serve Terms do not confer any rights or benefits on any third party. You may not assign or delegate any part of these Self-Serve Terms without our prior written consent in each instance. SoundCloud may freely assign or delegate any part of these Self-Serve Terms to any third party, with or without notice to you. The parties hereto are independent contractors with respect to these Self-Serve Terms. These Self-Serve Terms do not create any agency, partnership, joint venture or fiduciary relationship among the parties. Except as required by law, you may not make any public statement regarding the relationship contemplated by these Self-Serve Terms, without prior written approval of SoundCloud. If you submit feedback or suggestions to us about our Self-Serve Platform, we may use your feedback or suggestions on an unrestricted basis and without compensation to you. These Self-Serve Terms will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. The following sections will survive, and any other term or provision which by its nature is reasonably intended to survive, any termination of these Self-Serve Terms: “License to Content”, “Payments and Taxes”, “Modifications and Cancellations”, “Ownership Rights”, “Restrictions on Use”, “Representations and Warranties”, “Indemnification”, “Disclaimers”, “Limitation of Liability”, “Confidentiality”, “Notices”, “Governing Law”, and “Miscellaneous”.
Last Amended: December 30, 2020
Link to prior versions