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EXECUTION COPY

SOUNDCLOUD OPERATIONS, INC.


MUSIC PUBLISHING RIGHTS AGREEMENT
This Agreement (Agreement) is made as of [DATE], 2015 (the Effective Date), by and between
SoundCloud Operations, Inc., a Delaware corporation with offices located at 101 5th Avenue, New York,
NY 10003 (SoundCloud), and [PUBLISHER NAME], a [corporation/general partnership/limited
partnership/limited liability company/limited liability partnership/joint venture/individual], with offices at
[ADDRESS] (Publisher).
WHEREAS, SoundCloud wishes to develop and make available to certain preferred contentowner business partners (Creator Partners) through the Creator Partner Program (as defined below)
certain new features of the Platform (as defined below), which will enable Creator Partners to generate
revenue through their presence on the Platform in the Territory, including in particular any audio content
that Creator Partners (or other persons on their behalf) upload to their account(s) together with a
corresponding International Standard Recording Code (ISRC) and approve for monetization on the
Platform in the Territory (Creator Partner Uploads);
WHEREAS, in connection with the foregoing, SoundCloud desires to obtain a license from
Publisher for the use of Musical Works (as defined below) embodied in Creator Partner Uploads in
connection with the Service (as defined below) in accordance with this Agreement, and Publisher is
willing to grant such license in connection with the Service in accordance with this Agreement;
WHEREAS, SoundCloud desires to obtain from Publisher a covenant not to sue for any other
uses of Musical Works via the Platform, and Publisher is willing to grant such covenant not to sue in
accordance with the terms set forth herein;
WHEREAS, SoundCloud and National Music Publishers Association (NMPA) are parties to an
Administration Agreement dated as of May 1, 2015, which governs, inter alia, the process for entering into
and executing this Agreement and determining and computing Publishers NMPA Market Share,
Publishers 2013 Music Publishing Revenues in the Territory and the amount of the Advance payable to
Publisher under this Agreement based on Publishers NMPA Market Share of the NMPA Advance Pool
(the NMPA Administration Agreement);
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein,
and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:
1.

Definitions. As used in this Agreement:

(a)
Accounting Period means, after the date on which Musical Works are made available
for exploitation via the Service pursuant to this Agreement, each of the quarter-annual calendar periods
during the Term (and after the Term, as permitted under paragraph 2(b) below) ending March 31, June
30, September 30, and December 31.
(b)
Additional Subscription Features means a Subscription Service that is operated by or
on behalf of SoundCloud, is made available in the Territory, and offers end users access to additional
features not available via the SoundCloud Free-to-the-User Service in return for a monthly payment.
Initially, it is anticipated that such additional features will include (i) the ability for subscribers to listen to
content as Limited Downloads, and (ii) the removal of audio and display advertising. The particular sound
recordings available to Subscribers will be substantially limited relative to services in the marketplace
providing access to a comprehensive catalog of recordings and the SoundCloud Full Catalog
Subscription Service.
(c)
Applicable Consideration has the meaning set forth in 37 CFR 385.11, or 37 CFR
385.21, as applicable.

(d)
Claims means any causes of action, suits, controversies or demands, however
characterized, in law, equity or otherwise, of any kind or nature whatsoever, whether known or unknown,
fixed or contingent, which any applicable person or entity ever had, now has, or may hereafter acquire, by
reason of any matter, cause or thing whatsoever.
(e)
Content ID System means the content fingerprinting and identification technology(ies)
utilized by SoundCloud.
(f)
Platform.
(g)

Creator means an end user, who is not a Creator Partner, who uploads content to the
Creator Partner has the meaning set forth in the preamble.

(h)
Creator Partner Program means the program in which Publisher and other Creator
Partners participate to enable monetization of their respective content (solely with respect to their
respective rights in such content) on the Platform, and the sharing of revenue with respect thereto.
(i)

Creator Partner Uploads has the meaning set forth in the preamble.

(j)

Deck has the meaning set forth in paragraph 6(a) below.

(k)
Free Nonsubscription/Ad Supported Service means a service that offers Interactive
Streams and/or Limited Downloads free of any charge to the end user.
(l)

Identified means a Creator Partner Upload embodying a musical work.

(m)

Interactive Stream has the meaning set forth in 37 CFR 385.11.

(n)

Limited Download has the meaning set forth in 37 CFR 385.11.

(o)

Limited Offering has the meaning set forth in 37 CFR 385.21.

(p)
Losses means any and all liabilities, damages, awards, settlements, losses, and
expenses including, without limitation, court costs, reasonable third party legal fees and third party costs
of investigation.
(q)
Major Music Publishers means BMG Rights Management (US), EMI Music Publishing,
Kobalt Music Publishing America, Inc., Sony/ATV Music Publishing, Universal Music Publishing Group
and Warner/Chappell Music Publishing.
(r)
Major Record Labels means Warner Music Group, Universal Music Group and Sony
Music Entertainment.
(s)
Monetized Content means all content available on the applicable offering of the Service
(including musical works and non-musical works) against which SoundCloud has designated advertising
inventory as available to be sold. Monetized Content includes all Monetized Musical Works.
(t)
Monetized Musical Works means the musical works made available on the applicable
offering of the Service (including musical works licensable via 17 U.S.C. 115 and Non-115 Works)
against which SoundCloud has designated advertising inventory as available to be sold. The concept of
Monetized Musical Works specifically excludes all non-musical works.
(u)
Musical Work means a musical work owned, controlled and/or administered by
Publisher, in whole or in part, to the full extent of Publishers ownership, control or administration interest

in and to such musical work as designated by Publisher. With respect to any Musical Work in which the
rights that are the subject of this Agreement are owned, controlled, and/or administered by Publisher only
in part, the term Musical Work shall refer to the entirety of the musical work (i.e., 100% of all interests in
and to the musical work), regardless of the extent of Publishers ownership or control or administration
interest in and to such musical work. The portion of any Musical Work that is owned, controlled and/or
administered by Publisher is sometimes referred to herein as the Publisher Portion of the Musical Work,
and the remainder of such Musical Work is sometimes referred to herein as the Non-Publisher Portion of
the Musical Work.
(v)
Musical Work Metadata Database means the database used by SoundCloud to identify
the musical works embodied in Content Partner Uploads, which may be owned and operated by
SoundCloud or a third party service provider.
(w)
Non-115 Work means a musical work that is not licensable via 17 U.S.C. 115,
including, but not limited to, musical works embodied in unreleased original recordings, mashups and
certain other derivative musical works.
(x)
$350,000).

NMPA Advance Pool means Three Hundred and Fifty Thousand US Dollars (USD

(y)
NMPA Independent Music Publishers means each of the individual music publisher
members of the National Music Publishers Association, Inc. (the NMPA) that are not (i) Major Music
Publishers, or (ii) any music publisher or other musical work copyright proprietor whose works are
licensed to SoundCloud through an administration agreement with a Major Music Publisher or whose
rights do not cover the uses to be made by SoundCloud (i.e., print music publishers).
(z)
Publishers NMPA Market Share means the market share percentage provided to
SoundCloud by NMPA pursuant to the NMPA Administration Agreement. Publisher acknowledges and
agrees that NMPA and its retained independent accounting firm, Tate & Tryon, shall determine and
calculate Publishers NMPA Market Share by dividing Publishers 2013 Reported Revenue by Total
NMPA Independent Publishers 2013 Reported Revenue. Publisher hereby irrevocably appoints NMPA to
determine and calculate, on Publishers behalf, Publishers NMPA Market Share and Total NMPA
Independent Publishers 2013 Reported Revenue. Publisher acknowledges and agrees, and shall never
dispute at all times during and after the Term, that NMPAs determination and calculation of Publishers
NMPA Market Share and Total NMPA Independent Publishers 2013 Reported Revenue, shall be final,
conclusive and binding upon Publisher.
(aa)

Permitted Reasons has the meaning set forth in paragraph 3(c).

(bb)
Platform means SoundClouds audio hosting platform, operated by or on behalf of
SoundCloud, via which, inter alia, users of the platform may upload audio content for others to hear.
(cc)
Promotional Excerpt means a Creator Partner Upload consisting of an excerpt of a
sound recording embodying a Musical Work with a playing time that does not exceed ninety (90)
seconds.
(dd)

Publisher Interactive Stream means an Interactive Stream embodying a Musical Work.

(ee)

Publisher Limited Download means a Limited Download embodying a Musical Work.

(ff)
Publisher Metadata means all applicable metadata possessed by Publisher, including
the following identification data for each Musical Work: ISWC, song title, songwriter(s), publisher(s),
Publisher ownership shares, and performing rights organization affiliation to the extent such identification
data is maintained in the normal course and is in a format transmittable by Publisher.
(gg)

Publisher Parties has the meaning set forth in paragraph 12(a).

(hh)
Publishers Pro Rata Share means a fraction, the numerator of which is the total
number of plays of Publisher Interactive Streams and Publisher Limited Downloads that are Identified and
embody Musical Works that are licensable pursuant to 17 U.S.C. 115 and registered in the Musical
Work Metadata Database in the applicable month via the applicable offering of the Service (pro-rated
appropriately commensurate with Publishers interest therein in the case of Musical Works that are
partially-owned, partially-controlled or partially-administered by Publisher), and the denominator of which
is the total number of plays of all Interactive Streams and Limited Downloads (including Publisher
Interactive Streams and Publisher Limited Downloads) that are Identified and embody musical works
(including Musical Works) that are licensable pursuant to 17 U.S.C. 115 in the applicable month via the
applicable offering of the Service. For sound recordings of musical works (including, but not limited to,
Musical Works) with a playing time of over five (5) minutes, the number of plays made via the Service
shall be adjusted in accordance with the terms of 37 CFR 385.12(d), or 37 CFR 385.22(c), as
applicable.
(ii)
Publishers 2013 Reported Revenue means revenue figures reported by Publisher to
NMPA in respect of Publishers total U.S. music publishing revenue attributable to the use and
exploitation of musical works in the U.S., including for the avoidance of doubt and without limitation,
mechanical, synchronization, print, digital and other revenues from music publishing operations in the
ordinary course, for the period from January 1, 2013 through December 31, 2013. Publisher hereby
irrevocably appoints NMPA to determine and calculate, on Publishers behalf, Publishers 2013 Music
Publishing Revenues. Publisher acknowledges and agrees, and shall never dispute at all times during
and after the Term, that NMPAs determination and calculation of Publishers 2013 Music Publishing
Revenues shall be final, conclusive and binding upon Publisher.
(jj)

Record Company has the meaning set forth in 37 CFR 385.11.

(kk)

Restriction Notice has the meaning set forth in paragraph 3(c) below.

(ll)
Service means the following offerings to the extent made available via the Platform
(which, for the avoidance of doubt, shall include, without limitation, as applicable, via SoundClouds
website, application, embeddable player, API and/or any other extensions thereof)in the Territory: (i) the
SoundCloud Free-to-the-User Service, (ii) the Additional Subscription Features, and (iii) the SoundCloud
Full Catalog Subscription Service. For the avoidance of doubt, at all times during the Term and the WindDown Period, SoundCloud shall retain the right and ability to implement Restriction Notices sent by
Publisher pursuant to Section 3(c) below for Permitted Reasons as and to the extent required under
Section 3(c) below with respect to the applicable Musical Works made available through embeddable
players, APIs and/or any other extensions thereof, as applicable.
(mm) Service Revenue has the meaning set forth in 37 CFR 385.11, or 37 CFR 385.21
(i.e., the definition of Subpart C service revenue), as applicable; provided that any such revenues
generated in connection with Non-115 Works will nonetheless be included within this calculation. For the
avoidance of doubt, all revenue described in paragraph (1) of 37 CFR 385.11, or 37 CFR 385.21, as
applicable, for the applicable offering will be apportioned to music activity (both licensable and nonlicensable under 17 U.S.C. 115) by: (i) for advertising/sponsorships sold across the Service on a run-ofsite basis, and for subscription fees, multiplying such applicable revenue by a fraction, the numerator of
which is the total aggregate listening time of all Monetized Musical Works during the applicable month via
the applicable offering of the Service, and the denominator of which is the total aggregate listening time of
all Monetized Content during the applicable month via the same offering of the Service, (ii) including all
applicable revenue, with respect to such offering, arising from advertising/sponsorships sold against
sound recordings embodying musical works exclusively; and (iii) excluding any applicable revenue, with
respect to such offering, from advertising/sponsorships sold exclusively against sound recordings not
embodying musical works (e.g., spoken word comedy). For the further avoidance of doubt, (i) fees paid
by creators in connection with SoundClouds Creator Partner Program shall not be included in Service
Revenue, and (ii) references in this Agreement to Service Revenue shall apply on an offering-by-

offering basis, and uses of this term in the Agreement shall be construed so as to refer only to the
particular service offering being described in the specific context.
(nn)
SoundCloud Free-to-the-User Service means a Free Nonsubscription/Ad Supported
Service that is operated by or on behalf of SoundCloud, is made available in the Territory, and is adsupported.
(oo)
SoundCloud Full Catalog Subscription Service means any Subscription Service that (i)
is operated by or on behalf of SoundCloud, and (ii) offers end users access to an unlimited number of
Interactive Streams and Limited Downloads where the particular sound recordings available to the end
user over a period of time are not substantially limited relative to Limited Offerings.
(pp)

SoundCloud Parties has the meaning set forth in paragraph 8(a).

(qq)
Subscriber means an end user who subscribes to the Additional Subscription Features
or SoundCloud Full Catalog Subscription Service.
(rr)

Subscription Service has the meaning set forth in 37 CFR 385.21.

(ss)
Territory means the United States of America and its territories, commonwealths and
possessions, including, without limitation, Puerto Rico.
(tt)
Total NMPA Independent Publishers 2013 Reported Revenue means revenue figures
reported by one hundred percent (100%) of all NMPA Independent Music Publishers (including Publisher)
to NMPA in respect of one hundred percent (100%) of all NMPA Independent Music Publishers (including
Publisher) total U.S. music publishing revenue attributable to the use and exploitation of musical works in
the U.S., including for the avoidance of doubt and without limitation, mechanical, synchronization, print,
digital and other revenues from music publishing operations in the ordinary course, for the period from
January 1, 2013 through December 31, 2013. Publisher hereby irrevocably appoints NMPA to determine
and calculate, on Publishers behalf, Total NMPA Independent Publishers 2013 Reported Revenue.
Publisher acknowledges and agrees, and shall never dispute at all times during and after the Term, that
NMPAs determination and calculation of Total NMPA Independent Publishers 2013 Reported Revenue,
shall be final, conclusive and binding upon Publisher.

2. Term:
(a)
The term of this Agreement (the Term) shall commence as of the Effective Date and
continue through and including the date that is two (2) years from the end of the first calendar quarter
during which Musical Works were first made available on the Service pursuant to the terms of this
Agreement, unless earlier terminated in accordance with paragraph 9 below.
(b)
Notwithstanding the foregoing or anything to the contrary in this Agreement, the parties
hereby acknowledge and agree that Subscribers who initiate subscriptions (or renewals of existing
subscriptions, as the case may be) to the Additional Subscription Features and the SoundCloud Full
Catalog Subscription Service, as the case may be, during the Term may continue to use the Additional
Subscription Features and access the SoundCloud Full Catalog Subscription Service, as applicable
(inclusive of all Musical Works) throughout the applicable subscription period notwithstanding the earlier
termination of the Term (the Wind-Down Period); provided that the Wind-Down Period shall not exceed
one (1) year following termination of the Term regardless of the existence of an ongoing applicable
subscription period of any Subscriber. With respect to such subscriptions and the use of Musical Works
in connection therewith during the Wind-Down Period, all of the parties' respective rights, obligations,
representations, warranties, covenants, permissions and agreements set forth herein that relate to the
Additional Subscription Features and the SoundCloud Full Catalog Subscription Service, as applicable,
that apply during the Term shall continue to apply during the Wind-Down Period, including, without

limitation, SoundClouds obligation to pay to Publisher any applicable Publisher Payments in connection
with the continued use of Musical Works by any such Subscribers. For the avoidance of doubt, with
respect to subscriptions and access to all Musical Works in connection therewith during the Wind-Down
Period, such Musical Works shall only be licensed under this Agreement with respect to those
Subscribers whose subscriptions continue during the Wind-Down Period.
3. Rights Granted:
(a)
Grant of Rights. In order to enable Creator Partners to monetize and promote Creator
Partner Uploads via the Platform in the Territory, Publisher hereby grants to SoundCloud the nonexclusive right and license (the License) in the Territory, during the Term (and after the Term, as
permitted under paragraph 2(b) above) and with respect to the Service, to do all of the following:
(i)
encode, transmit, reproduce, make available, deliver and distribute (on a
through-to-the-end-user basis) Publisher Interactive Streams and Publisher Limited Downloads of any
and all of the Musical Works licensable pursuant to 17 U.S.C. 115 that are embodied in Creator Partner
Uploads; and
(ii)
encode, transmit, reproduce, make available, deliver and distribute (on a
through-to-the-end-user basis) Promotional Excerpts (licensable pursuant to 17 U.S.C. 115) for realtime playback for purposes of previewing the applicable content to promote the availability of the
Additional Subscription Features, the SoundCloud Full Catalog Subscription Service and/or the sale of
permanent downloads.
Publisher hereby further grants to SoundCloud the non-exclusive, worldwide, royalty-free right and
license to use any Publisher Metadata provided by Publisher under this Agreement for the following
purposes: (A) matching to fingerprints for audio content on the Platform; (B) storing in a metadata
database maintained by SoundCloud or a third party contractor on SoundClouds behalf and solely for
SoundClouds benefit; (C) querying, and extracting information from, SoundClouds metadata database
and/or its third party contractors database for the purposes of identifying musical works embodied in
audio content and the corresponding rights owners on the Platform; (D) editing, altering, adapting,
modifying or changing the Publisher Metadata as necessary to correct any obvious error(s) or to add any
additional information for the purposes of better classification within SoundClouds metadata database or
its third party contractors database; and (E) for such other non-commercial purposes solely as
SoundCloud may require in connection with the exploitation of the rights granted in this Agreement..
Publisher Metadata provided to SoundCloud and/or any third party contractor retained by SoundCloud
pursuant to paragraph 3(c) below shall be used solely to fulfill SoundClouds obligations and enable
exploitation of the rights granted by Publisher under this Agreement and for no other purpose.
(b)
Scope of License. For the avoidance of doubt, the License includes all rights of every
kind and nature in and to the Musical Works (excluding public performance rights, if applicable)
necessary for Creator Partners and/or SoundCloud (as applicable) to exploit the Musical Works as
permitted in paragraph 3(a) above, from the making of server reproductions to the transmission of the
Musical Works, in all cases made subject to and in accordance with the terms of this Agreement.
(c)
Limitations. Notwithstanding the foregoing, Publisher shall issue an electronic notice (a
Restriction Notice) to SoundCloud specifying Musical Works for which Publisher has lost the necessary
rights and/or has incurred additional restrictions with respect to such Musical Work(s) and/or Publishers
rights in such Musical Works(s) do not cover the exploitation thereof as part of the features authorized
hereunder, preventing Publisher from granting authorization for their inclusion under paragraph 3.
Publisher shall issue the Restriction Notice promptly upon the occurrence of any of the foregoing events,
and in any event, in a timely manner providing SoundCloud with a reasonable amount of time to obtain a
consecutive license pursuant to 17 U.S.C. 115 to use such musical work(s) in the Service; provided that
Publishers non-intentional, non-repetitive failure to do so shall not constitute a breach of this Agreement.
In addition, Publisher may have the right to withhold or withdraw on a going forward basis from the
License granted hereunder one or more Musical Works by issuing a Restriction Notice to SoundCloud in

the event (i) of the foregoing as set forth in the first sentence of this paragraph 3(c); (ii) there is a bona
fide songwriter, administered publisher or representative sensitivity as to inclusion in the Service; or (iii)
there exists a third party claim or dispute (or suspected claim or dispute) (the Permitted Reasons). The
withholding or withdrawal of the Musical Work(s) that is(are) the subject of such Restriction Notice shall
not go into effect until two (2) business days after SoundClouds receipt of such Restriction Notice.
Publisher shall not issue a Restriction Notice (x) punitively, (y) in a discriminatory manner or (z) in a
manner that frustrates the purposes of this Agreement. To the extent a restriction exists prior to and/or at
the time of the Effective Date, Publisher shall send a Restriction Notice to SoundCloud promptly following
the Effective Date. Notwithstanding the foregoing, nothing in this Agreement shall limit SoundClouds
ability to exploit any withdrawn or withheld Musical Works via other lawful means (e.g., a statutory
license).
(d)
Third Party Contractors. Publisher acknowledges that SoundCloud may use third party
contractors to exercise its rights and/or perform its obligations under this Agreement; provided, that such
third party contractors shall abide by the obligations and restrictions set forth in this Agreement, including
the confidentiality provision in paragraph 11 below, and SoundCloud shall maintain control over, and
retain liability hereunder for, all such rights and obligations.
(e)
User Access. The parties hereby acknowledge and agree that, notwithstanding anything
to the contrary in this Agreement: (x) it shall not be deemed a breach of this Agreement if an end user is
able to access the Service while traveling outside of the Territory, provided that SoundCloud uses
commercially reasonable efforts to ensure, through commercially available technological means, that the
end user concerned is in good standing with respect to SoundClouds terms of use for the Service (e.g.,
by utilizing reverse IP address lookup); and (y) sound recordings embodying Musical Works may be
hosted on servers owned and/or controlled by SoundCloud and/or its contractors anywhere in the world.
(f)
Delivery of Metadata. Publisher shall, as frequently as possible, but in no event less
frequently than monthly, and promptly upon any change in Publishers rights or interest, throughout the
Term provide SoundCloud (or SoundClouds third party contractors, as SoundCloud shall direct) with
Publisher Metadata, including any applicable updates to the Publisher Metadata.
(g)
Experimental Agreement. The parties acknowledge that the arrangements described
herein are experimental in nature, and that SoundCloud may withdraw or modify any of the features of the
Service described herein at any time. Publisher acknowledges that Creator Partners are not obliged to
maintain any certain Creator Partner Uploads on the Service, and may withdraw Creator Partner Uploads
from the Service at their discretion. SoundCloud represents and warrants that it will use its commercially
reasonable efforts to sell advertising in an effort to monetize audio content embodying Musical Works.
4. Publisher Payments:
(a)
In consideration for the rights granted, and the representations, warranties and covenants
made, by Publisher in this Agreement, SoundCloud agrees to pay Publisher a share of the revenues
received by SoundCloud for each offering that it makes available via the Service as follows (Publisher
Payments):
(i)
SoundCloud Free-to-the-User Service. With respect to the SoundCloud Free-tothe-User Service, the payment calculation will be the same as that royalty calculation set forth in 37 CFR
385.12 and 385.13 for a free nonsubscription/ad-supported service, which is as follows: Publishers
Pro Rata Share of: (I) the greater of (A) 10.5% of Service Revenue attributable to the SoundCloud Freeto-the-User Service during the applicable month, and (B) 22% of the total amount expensed by
SoundCloud or any of its affiliates in accordance with GAAP for sound recording rights (excluding sound
recordings not embodying musical works) with respect to Interactive Streams and/or Limited Downloads
received by users of the SoundCloud Free-to-the-User Service in the Territory during the applicable
month (including amounts associated with sound recordings embodying Non-115 Works), which amount
shall equal the Applicable Consideration for such rights at the time such Applicable Consideration is
properly recognized as an expense under GAAP; less (II) the applicable payments that have been or that

will be expensed in connection with the public performance of musical works (including, but not limited to,
Musical Works) via the SoundCloud Free-to-the-User Service in the Territory during the applicable month.
(ii)
Additional Subscription Features. With respect to the Additional Subscription
Features, the payment calculation will be the same as that royalty calculation set forth in 37 CFR
385.22 and 385.23 for a limited offering, which is as follows: Publishers Pro Rata Share of: (I) the
greater of: (A) 10.5% of Service Revenue attributable to the Additional Subscription Features during the
applicable month (excluding any such Service Revenue attributable to free trials covered under
paragraph 4(c) below); (B) 21% of the total amount expensed by SoundCloud or any of its affiliates in
accordance with GAAP for sound recording rights (excluding sound recordings not embodying musical
works) with respect to Interactive Streams and/or Limited Downloads received by Subscribers to the
Additional Subscription Features in the Territory during the applicable month (including amounts
associated with sound recordings embodying Non-115 Works), which amount shall equal the Applicable
Consideration for such rights at the time such Applicable Consideration is properly recognized as an
expense under GAAP; and (C) a per-subscriber minimum of $0.18 per Subscriber of the Additional
Subscription Features during the applicable month (subject to proration for partial subscriber months as
set forth in 37 CFR 385.23(c)) in the Territory; less (II) the applicable payments that have been or that
will be expensed in connection with the public performance of musical works (including, but not limited to,
Musical Works) via the Additional Subscription Features during the applicable month.
(iii)
SoundCloud Full Catalog Subscription Service. With respect to the SoundCloud
Full Catalog Subscription Service, the payment royalty calculation will be the same as that set forth in 37
CFR 385.12 and 385.13 for a standalone portable subscription service, which is as follows:
Publishers Pro-Rata Share of the greater of: (A) the greater of (i) 10.5% of Service Revenue attributable
to the SoundCloud Full Catalog Subscription Service during the applicable month (excluding any such
Service Revenue attributable to free trials covered under paragraph 4(c) below) and (ii) the lesser of (x)
21% of the total amount expensed by Sound Cloud or any of its affiliates in accordance with GAAP for
sound recording rights (excluding sound recordings not embodying musical works) with respect to
Interactive Streams and/or Limited Downloads received by Subscribers to the SoundCloud Full Catalog
Subscription Service in the Territory during the applicable month (including amounts associated with
sound recordings embodying Non-115 Musical Works), which amount shall equal the Applicable
Consideration for such rights at the time such Applicable Consideration is properly recognized as an
expense under GAAP, and (y) $0.80 per Subscriber to the SoundCloud Full Catalog Subscription Service
in the Territory during the applicable month (subject to proration as set forth in 37 CFR 385.13(d)); less
the applicable payments that have been or that will be expensed in connection with the public
performance of musical works (including, but not limited to, Musical Works) via the SoundCloud Full
Catalog Subscription Service during the applicable month; and (B) the per-subscriber minimum of $0.50
per Subscriber to the SoundCloud Full Catalog Subscription Service in the Territory during the applicable
month (subject to proration as set forth in 37 CFR 385.13(d)).
(b)
Monthly Calculations. The Publisher Payments shall be calculated on a monthly basis
but accounted for and paid on a quarterly basis, as set forth in paragraph 5(a) below.
(c)
Free Trial Periods. Notwithstanding the foregoing or anything elsewhere in this
Agreement, with respect to any offerings of the Additional Subscription Features and access the
SoundCloud Full Catalog Subscription Service, as applicable, that are made available to end users on a
trial basis, free to the user, with no consideration paid by SoundCloud for use of any sound recordings in
connection with the free trial period, and in a manner that has as its primary purpose the promotion of
subscriptions to the Additional Subscription Features and access the SoundCloud Full Catalog
Subscription Service, as applicable, no monies (including, for the avoidance of doubt, any Publisher
Payments) shall be payable (and no reporting obligations shall apply) with respect to the offering
concerned for the trial user concerned for a period of thirty (30) consecutive days per two-year period.
Accordingly, (i) any plays of sound recordings of musical works (including Musical Works) by such trial
users during such thirty-day period shall not be included in the determination and calculation of
Publishers Pro Rata Share, and (ii) any such trial users shall not be included within the determination and
calculation of any per subscriber minima hereunder.

(d)
Clips. Notwithstanding the foregoing or anything elsewhere in this Agreement, no monies
(including, for the avoidance of doubt, any Publisher Payments) shall be payable (and no reporting
obligations shall apply) with respect to Promotional Excerpts.
(e)
Accounting for Non-Publisher Portion. As between Publisher and SoundCloud,
SoundCloud shall be responsible for the accounting and making of any payments with respect to the
usage of the Non-Publisher Portion of the Musical Works licensed hereunder in accordance with the rates
set forth above (where, for the avoidance of doubt, the calculation of Publishers Pro Rata Share shall be
pro-rated appropriately based on the applicable owners or administrators interest in the Musical Work
(as opposed to Publishers interest in the Musical Work)). For the avoidance of doubt, the calculation of
amounts payable to Publisher for the service offerings shall be solely based on the Publisher Portion of
the Musical Works licensed hereunder.
(f)
No Other Fees. Other than the amounts expressly referenced in this paragraph 4 and
paragraph 4A, no additional fees or amounts of any kind or nature shall be payable by SoundCloud for
the right to use Musical Works (as works licensable via 17 U.S.C. 115 or Non-115 Works) in connection
with the Service as granted by Publisher under this Agreement (with the exception of any fees associated
with the public performance of any of the Musical Works, which fees, if any, shall be paid directly to the
U.S. musical work performing rights organizations). In the event that SoundCloud is required at any time
to pay additional payments for the public performance of musical works via the Service in respect of
Accounting Period(s) for which the applicable Publisher Payments have already been calculated and paid
to Publisher pursuant to this paragraph 4, such that an overpayment by SoundCloud to Publisher of
Publisher Payments for such past Accounting Period(s) would result, SoundCloud shall be entitled to a
credit against future Publisher Payments in the amount of such overpayment. For the avoidance of
doubt, SoundCloud shall not be obligated to pay to Publisher any additional amounts in connection with
the storage or hosting of Musical Works and/or the incidental reproduction of Musical Works for purposes
of operating the Service.
(g)
Taxes. Each party hereto will be responsible for collecting and remitting sales,
use, value added, and other comparable excise taxes due with respect to (or incurred in connection with)
the sale or license of such partys goods or services to its customers. Neither party hereto is liable for any
taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other
partys goods or services.
4A.

Advance:

(a)
Provided that this Agreement is fully executed and delivered on or prior to July 1, 2015,
SoundCloud will pay Publisher a recoupable advance in an amount equal to Publishers NMPA Market
Share of the NMPA Advance Pool (the Advance), as follows: (i) if this Agreement is fully executed and
delivered prior to June 1, 2015, SoundCloud will pay Publisher the Advance on or before July 1, 2015;
and (ii) if this Agreement is fully executed and delivered between June 1, 2015 and June 30, 2015,
SoundCloud will pay Publisher the Advance on or before August 1, 2015. The Advance shall be fully
recoupable from any and all Publisher Payments due to Publisher pursuant to paragraph 4(a) of this
Agreement during the Term.
(b)
Solely in the event that SoundCloud terminates the Term of this Agreement in
accordance with paragraph 9(a) below, the theretofore unrecouped amount of the Advance as of the date
of such termination of the Term shall be reimbursed by Publisher to SoundCloud within ten (10) business
days of the date of such termination, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by Publisher.
4B.

MFN:

(a)
SoundCloud represents that, as of the Effective Date (i) it has not granted material noncontingent economic terms (i.e., advances and minimum revenue guarantees), to any Major Music

Publisher granting substantially equivalent rights and benefits for the use of musical works via the Service
and the Platform (e.g., term, territory and grant of rights) with respect to the same offerings of the Service
in the Territory during the Term that, when considered on a collective basis, are more favorable to such
Major Music Publisher than the amount of the NMPA Advance Pool, provided that in the event the Major
Music Publisher concerned has a higher market share than the aggregate market share of all NMPA
Independent Music Publishers, counted collectively, any such material non-contingent economic terms
granted to such Major Music Publisher shall only be considered after taking into account the relative
aggregate market share of all NMPA Independent Music Publishers, counted collectively, as compared to
the Major Music Publisher concerned (each, an Agreement with More Favorable Advances), and (ii) it
has not granted royalty rates to any Major Music Publisher for the use of musical works via the Service
and the Platform with respect to the same offerings of the Service in the Territory during the Term that are
more favorable to such other music publisher licensors than the Publisher Payment rates set out in
paragraphs 4(a)(i), 4(a)(ii) and 4(a)(iii) above (each, an Agreement with More Favorable Royalty Rates).
In the event that during the Term SoundCloud enters into an Agreement with More Favorable Advances
and/or an Agreement with More Favorable Royalty Rates, as the case may be, as Publishers sole and
exclusive remedy in connection therewith, Publisher will have the option of electing to receive (x) its
NMPA Market Share of such more favorable material non-contingent economic terms (on a collective
basis and on a market-share adjusted basis if the Major Music Publisher concerned has a higher market
share than the aggregate market share of all NMPA Independent Music Publishers, counted collectively)
in lieu of the determination and calculation of the Advance hereunder on the basis of the NMPA Advance
Pool as set forth in this Agreement, and/or (y) such more favorable royalty rates in lieu of the Publisher
Payment rates set out in paragraphs 4(a)(i), 4(a)(ii) and 4(a)(iii) above, as applicable, provided that in
each case, Publisher also accepts any and all other terms and conditions contained in the corresponding
Agreement with More Favorable Advances or Agreement with More Favorable Royalty Rates, as
applicable, that were tied to, relevant to or otherwise conditional to the grant of such more favorable
material non-contingent economic terms or such more favorable royalty rates, as applicable.
5. Accountings:
(a)
Quarterly Accountings. Within forty-five (45) days after the end of each Accounting
Period, SoundCloud, or a third-party contractor acting on SoundClouds behalf, shall render to Publisher
an accounting statement covering the Publisher Payments due. Each accounting statement shall be
delivered in hard copy or electronic format in the form (or substantially similar form) set forth in Schedule
1. Payment of the applicable Publisher Payments may be mailed to Publisher or sent to Publisher via
wire transfer, at SoundClouds option.
(b)
Audits. An independent accountant on behalf of Publisher may, at SoundClouds offices
and at Publishers expense, examine SoundClouds books and records solely for the purposes of
verifying the accuracy of accounting statements rendered by SoundCloud to Publisher hereunder. Such
books and records may be examined as aforesaid only (i) during SoundClouds normal business hours,
(ii) upon at least thirty (30) days prior notice to SoundCloud, and (iii) within three (3) years after the date
a statement is rendered hereunder. Publisher shall not have the right to examine such books and records
more frequently than once in any twelve (12) month period or more than once with respect to any
particular statement. Publisher acknowledges that such books and records constitute and contain
Confidential Information (as defined in paragraph 11(a) below), and Publishers accountant must sign and
deliver to SoundCloud a confidentiality agreement in a form reasonably acceptable to SoundCloud prior
to engaging in any such examination. Each statement hereunder shall be deemed final and binding upon
Publisher as an account stated and shall not be subject to any claim or objection by Publisher (A) unless
Publisher notifies SoundCloud of Publishers specific written objection to the applicable statement, stating
the basis thereof in reasonable detail within three (3) years after the date such statement is rendered
hereunder, and (B) unless, prior to the date six (6) months after the expiration of said three (3) year
period, Publisher makes proper service of process upon SoundCloud in a suit instituted in a court of
proper jurisdiction.

10

(c)
Publisher Notification. If Publisher becomes aware that SoundCloud is reporting on
and/or paying Publisher for musical works that Publisher does not own, control or administer, Publisher
will promptly notify SoundCloud in accordance with paragraph 10.
6. Rights Management:
(a)
Takedown Tool. To assist Publisher in managing its copyrights on the Service,
SoundCloud will provide Publisher with access to a takedown tool (the Takedown Tool) through
SoundClouds account administration and rights management interface, known as Deck (Deck). The
Takedown Tool provides the ability to remove content uploaded by any third party that embodies one or
more Musical Works (other than content embodying musical works licensable under 17 U.S.C. 115) for
a Permitted Reason using the takedown tool. Publisher shall not take content down (a) punitively, (b) in a
discriminatory manner, or (c) in a manner that frustrates the purposes of this Agreement. Notwithstanding
the foregoing or anything to the contrary in this Agreement, SoundCloud reserves the right to revoke
Publishers access to the takedown tool in the event Publisher misuses the Takedown Tool. In such
event, Publishers ability to remove content from the Platform will be limited to sending takedown notices
to SoundCloud.
(b)
Content Management. As part of the arrangement contemplated herein, SoundCloud
shall comply, during the Term, with the following obligations:
(i)
Content Filtering.
SoundCloud will continue to implement and maintain
automated content filtering and blocking at the point of upload using the Content ID System.
(ii)
Scrubs. On a periodic basis during the Term, SoundCloud will scrub its archive
of audio content, using the Content ID System.
(iii)
Notice and Takedown. SoundCloud will continue to maintain a notice and
takedown process in compliance with 17 U.S.C 512.
(iv)
Repeat Infringer Policy. SoundCloud will continue to maintain a process for
terminating the accounts of repeat infringers in compliance with 17 U.S.C 512.
(v)
Rights Management Tools. SoundCloud will continue to provide access to the
rights management tools described in paragraph 6(a), above.
7. Certain Representations, Warranties and Covenants:
(a)
As of the Effective Date and during the Term (and during the Wind-Down Period), each
party hereto represents, warrants and covenants that: (i) it has the full right and power to enter into and
fully perform this Agreement in accordance with its terms; and (ii) its execution and performance of this
Agreement will not violate the provisions of any agreement to which it is a party, or any applicable law or
regulation.
(b)
As of the Effective Date and during the Term (and during the Wind-Down Period),
Publisher represents, warrants and covenants that (i) Publisher is, and shall remain, the beneficial owner
and/or administrator of all rights being licensed to SoundCloud pursuant to this Agreement (subject, for
the avoidance of doubt, to any Restrictions Notices sent by Publisher to SoundCloud during the Term); (ii)
as between Publisher and SoundCloud, Publisher shall pay and be solely responsible for the payment of
royalties and other amounts to any and all songwriters and other third parties who are entitled to a royalty
or other payment in connection with the permitted exploitation of the Publisher Portion of the Musical
Works hereunder; and (iii) SoundClouds exercise of the rights granted to it under this Agreement will not
infringe upon or violate any third partys rights, including any rights of copyright, trademark, publicity or
privacy.
8. Indemnification:

11

(a)
Indemnification by Publisher. Publisher agrees to defend, indemnify and hold harmless
SoundCloud, its subsidiaries, affiliates, successors, licensees, agents, attorneys and assigns, and the
officers, directors, shareholders, contractors, members and employees of the foregoing (collectively,
SoundCloud Parties), from and against any and all Losses due to any claim by a third party: (i) based on
facts that, if true, would constitute a breach by Publisher of this Agreement, including any warranty,
representation or covenant made in this Agreement by Publisher with respect to the Publisher Portion of
Musical Works licensed under this Agreement; or (ii) arising from or related to the rights and
authorizations with respect to the Publisher Portions of Musical Works granted to SoundCloud in this
Agreement or the exercise thereof. For the avoidance of doubt, Publisher shall not be required to
indemnify SoundCloud with respect to any Losses due to any claim by a third party relating to the NonPublisher Portion of a Musical Work licensed under this Agreement.
(b)
Indemnification by SoundCloud. SoundCloud agrees to defend, indemnify and hold
harmless Publisher, its subsidiaries, affiliates, successors, licensees, agents, attorneys and assigns, and
the officers, directors, shareholders, contractors, members and employees of the foregoing, from and
against any and all Losses due to any claim by a third party: (i) based on facts that, if true, would
constitute a breach by SoundCloud of this Agreement, including any warranty, representation or covenant
made in this Agreement by SoundCloud; or (ii) arising from the payment or non-payment of royalties,
accounting or other actions taken by SoundCloud with respect to Non-Publisher Portions of Musical
Works licensed under this Agreement.
(c)
Procedures. The persons and entities entitled to be indemnified under paragraphs 8(a)
and 8(b) above (individually and collectively, the Indemnitee) shall (i) promptly inform the indemnifying
party under such paragraphs (the Indemnitor) of each claim, suit or proceeding with respect to which it
seeks indemnity, (ii) furnish to the lndemnitor a copy of each communication, notice or other action
related to such claim, suit or proceeding, and (iii) give the Indemnitor the authority, information and
reasonable assistance necessary to settle or litigate such claim, suit or proceeding, using counsel
selected by the Indemnitor (provided, however, that the Indemnitee shall have the opportunity to
participate in the defense of such suit or proceeding with counsel of its choice, at the Indemnitees sole
cost). Any settlement of any such claim, suit or proceeding by the Indemnitor that imposes any
requirements on the Indemnitee or which involves agreements other than the payment of money by the
Indemnitor and receipt of a full release for the benefit of the Indemnitor and the lndemnitee, shall be
subject to the Indemnitees written consent.
(d)
Payments. Without waiving any right or remedy available to SoundCloud, if any claim is
made for which Publisher is obligated to indemnify any of the SoundCloud Parties, SoundCloud shall
have the right to withhold amounts otherwise payable to Publisher under this Agreement in an amount
reasonably related to such claim and to deduct therefrom payments required under paragraph 4(a)
above.
(e)
WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF THE PARTIES PURSUANT
TO THE FOREGOING PROVISIONS OF THIS PARAGRAPH 8 (INDEMNIFICATION) AND OTHER
THAN AS A RESULT OF A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREUNDER,
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS
AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOUNDCLOUD MAKES
NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, TO PUBLISHER AS TO THE
QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE SERVICE OR ANY ELEMENTS OF THE SERVICE.
(f)
9. Termination:

12

(a)
Breach. Without limiting any other remedy available at law or in equity, either party may
terminate the Term in the event of any material breach of this Agreement by the other party that is not
remedied within thirty (30) days after notice is provided to the breaching party thereof. Without limiting
the generality of the preceding sentence, neither party shall be entitled to recover damages or to
terminate the Term by reason of any breach by the other party of its obligations hereunder unless the
breaching party fails to remedy such breach within thirty (30) days following receipt of notice thereof. The
foregoing cure period(s) will not apply to breaches incapable of being cured.
(b)
Financial Difficulty. In addition to the right of termination set forth in paragraph 9(a)
above, each party hereto shall have the right to terminate the Term immediately: (i) in the event that the
other party makes a general assignment for the benefit of its creditors; (ii) in the event of the filing of a
voluntary or involuntary petition against the other party under any applicable bankruptcy or insolvency
law; or (iii) in the event of the appointment of a trustee or receiver or any equivalent thereof for the other
party hereto or its property.
(c)
Fails to Launch; Cessation of Service. In addition, SoundCloud shall have the right to
terminate the Term upon notice to Publisher in the event that SoundCloud fails to launch any offering of
the Service during the Term.
(d)
Survival. Paragraphs 2(b), 3(a)(i)-(ii) (but only with respect to uses that are permitted to
occur during the Wind-Down Period, it being understood and agreed that paragraphs 2(b), 3(a)(i)-(ii) shall
not survive the expiration or earlier termination of the Term of this Agreement in the event that Publisher
terminates the Term pursuant to paragraphs 9(a) or 9(b) above), the final paragraph of paragraphs 3(a), 4
and 5 (but only with respect to accounting, reporting and payment for activities that occurred during the
Term and for uses that are permitted to occur during the Wind-Down Period), 7, 8, 9(d), 10, 11, 12 and 13
shall survive the expiration or earlier termination of the Term of this Agreement.
(e)
No Termination After Cure. A partys right to terminate the Term of this Agreement will
be deemed to have been waived for all purposes in the event that it is not exercised prior to the date upon
which the breach giving rise to such right of termination has been cured.
10. Notices and Payments: All notices under this Agreement must be in writing in order to be effective,
and shall be deemed to have been duly given or made (a) on the date delivered in person, (b) on the date
indicated on the return receipt if mailed postage prepaid, by certified or registered mail, with return receipt
requested, or (c) if sent by Federal Express, U.P.S. Next Day Air or other internationally recognized
overnight courier service or overnight express mail, with service charges or postage prepaid, on the next
business day after delivery to the courier service or express mail service (if sent in time for and specifying
next day delivery). In each case (except for personal delivery) such notices, as well as all requests,
demands, and other communications shall be directed to a party at the address first mentioned above,
unless otherwise indicated in a notice duly given hereunder, and, in the case of SoundCloud, to the
attention of General Counsel, with required simultaneous copy tendered as aforesaid to Bobby
Rosenbloum, Esq., Greenberg Traurig, LLP, Terminus 200, 3333 Piedmont Road, NE, Suite 2500,
Atlanta, Georgia 30305, and, in the case of Publisher, to the attention of the person or persons so
designated by Publisher in the signature block of this Agreement or upon notification to SoundCloud
under this paragraph 10 immediately following the Effective Date. Until such time that Publisher notifies
SoundCloud otherwise, all Publisher Payments and accounting statements will be sent to Publisher as
indicated in paragraph 5(a) above.
11. Confidentiality:
(a)
For the purposes of this Agreement, Confidential Information shall mean the terms of
this Agreement, including Publishers NMPA Market Share, and any non-public information, data, usage
reports, revenue reports, or other materials provided by one party to the other under or in connection with
this Agreement (other than Musical Works, metadata, and other information intended for storage and
display to users or prospective users of the Service under this Agreement) and any other information the
receiving party should reasonably have understood under the circumstances should be treated as

13

confidential, whether or not the specific designation "confidential" or any similar designation is used, such
as usage data, accounting statements, and similar information. Notwithstanding the foregoing,
SoundCloud agrees to not share split level information with the public at large, but SoundCloud shall be
permitted to use such information without restriction in connection with the operation of the Service,
including without limitation, in connection with matching, accounting, reporting, disputes, audits, etc.
Except with the prior written consent of the disclosing party, neither party shall use or disclose any
Confidential Information other than (i) to such partys attorneys, accountants and financial representatives
under a duty of confidentiality as may be reasonably necessary in order to receive their professional
advice, (ii) to such partys employees and contractors who have a need to know and any disclosure to
contractors may only be to contractors who are bound by an agreement to protect the confidential
information of third parties, (iii) with investors, prospective investors, acquirers and prospective acquirers,
each of whom shall first be required to enter into a nondisclosure agreement, (iv) in connection with any
legal, governmental or administrative proceeding, provided that, where it is legal so to do, prior written
notice of such disclosure is furnished to the non-disclosing party in order to afford such non-disclosing
party a reasonable opportunity to seek a protective order (it being agreed that if the non-disclosing party
is unable to obtain or does not seek a protective order, disclosure of such information in such proceeding
may be made without liability), and (v) in the ordinary course of such partys fulfillment of its obligations
hereunder and this applies to Publisher solely to the limited extent necessary to fulfill its written and/or
legal obligations to songwriters and/or music publishers. In addition, nothing in this Agreement shall
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 this Agreement or (E) that is
required to be disclosed by operation of law, court order or other governmental demand (subject to the
notice requirement in clause (iii) of this paragraph 11(a)).
12. Covenant Not To Sue:
(a)
Covenant Not To Sue.
Publisher, on behalf of itself, its songwriters, parents,
subsidiaries, divisions, predecessors, successors and any and all other affiliates, and each of their
respective officers, directors, past and present employees, consultants, agents, representatives, insurers,
attorneys, shareholders and heirs (collectively, the Publisher Parties), hereby irrevocably and
unconditionally agrees and covenants never (whether during or after the Term) to directly or indirectly
bring, assert, pursue, maintain, join in, support, assist, fund, lend resources to, encourage, cooperate or
otherwise participate in, or cause, persuade or induce any of the Publisher Parties or any third party to
bring, assert, pursue, maintain, join in, support, assist, fund, lend resources to, or otherwise participate in
any Claim against SoundCloud, directly or indirectly, arising from, relating to, based on or in connection
with, in whole or in part, directly or indirectly, the use and exploitation, however characterized (including
without limitation the reproduction, distribution, public display, public performance, or communication to
the public), of Non-115 Works and/or Musical Works which are not registered in the Musical Work
Metadata Database and/or are not embodied in Content Partner Uploads which are Identified, as the
case may be, in whole or in part, directly or indirectly, through the Platform during the Term. For
purposes of clarity, the foregoing covenant not to sue extends without limitation to SoundClouds hosting
and use on the Platform of any derivative works of Musical Works (i.e., whether or not authorized)
uploaded to the Platform by third parties. However, nothing contained in this paragraph 12(a) limits the
right of Publisher to bring a claim against SoundCloud to enforce the terms, conditions or limitations
prescribed in this Agreement with respect to the rights, licenses and consents granted under this
Agreement. For purposes of clarity, the foregoing covenant not to sue does not cover any claims against
Creators for the creation (as opposed to the uploading to the Platform) of derivative works based on one
or more Musical Works.
13. Miscellaneous:
(a)
Construction; Entire Agreement. All references in this Agreement to this Agreement,
hereof, herein and words of similar connotation include all exhibits and schedules attached hereto,

14

unless specified otherwise. The parties hereto intend this Agreement as a final expression of their
understanding and agreement with respect to the subject matter hereof and as a complete and exclusive
statement of the terms thereof; this Agreement supersedes all prior and contemporaneous negotiations,
understandings, and agreements between the parties hereto with respect to the subject matter hereof.
No draft or addition, deletion, revision, change or other alteration in or to drafts of this Agreement
prepared prior to the execution of this Agreement shall be referred to by any of the parties hereto in any
lawsuit in which the construction, interpretation or meaning of this Agreement is in dispute or otherwise be
used for purposes of construing or interpreting any of the terms, provisions or language of this Agreement
in adjudicating or otherwise resolving any such lawsuit. The parties acknowledge and agree that no party
hereto has made any representations or promises in connection with this Agreement or the subject matter
hereof not contained herein.
(b)
Updates to CFR. All references in this Agreement to any section of the Code of Federal
Regulations (sometimes referred to herein as the CFR) shall include such section as may be amended,
modified or superseded from time to time.
(c)
Compliance With Law. Nothing in this Agreement shall be construed to require the
commission of any act contrary to law, and wherever there is a conflict between any provisions of this
Agreement and any statute, law, ordinance, order or regulation contrary to which the parties hereto have
no legal right to contract, such statute, law, ordinance, order or regulation shall prevail; provided, that, in
such event, (i) the provision of this Agreement so affected shall be limited only to the extent necessary to
permit the compliance with the minimum legal requirements, (ii) no other provisions of this Agreement
shall be affected thereby, and (iii) all such other provisions shall remain in full force and effect. The
parties hereto shall negotiate in good faith to replace any invalid, illegal or unenforceable provision (the
Invalid Provision) with a valid provision, the effect of which comes as close as possible to that of the
Invalid Provision.
(d)
Waivers. This Agreement cannot be canceled, modified, amended or waived, in part or
in full, in any manner except by an instrument in writing signed by the party to be charged. No waiver by
a party hereto, whether express or implied, of any provision of this Agreement or default hereunder shall
affect such partys right thereafter to enforce such provision or to exercise a right or remedy set forth in
this Agreement in the event of any other default, whether or not similar. The rights and remedies of each
party as specified in this Agreement are not 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 in this Agreement, each
of the parties hereto 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 this Agreement were not in existence, and nothing herein
will be deemed to affect or limit (i) SoundClouds eligibility for any of the safe harbors under 17 U.S.C
512 (or any reasonably equivalent or analogous laws anywhere in the world), or (ii) any other agreement
between Publisher and SoundCloud.
(e)
Examples Illustrative. Whenever examples are used in this Agreement with the words
including, for example, e.g., such as, etc. or any derivation thereof, such examples are intended
to be illustrative and not in limitation thereof. The paragraph headings herein are used solely for
convenience and shall not be used in the interpretation or construction of this Agreement.
(f)
THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF NEW YORK, AND
THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES UNDER NEW YORK LAW TO THE
CONTRARY). THE NEW YORK COURTS (STATE AND FEDERAL) LOCATED IN NEW YORK
COUNTY, NEW YORK, SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING
THIS AGREEMENT. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE
COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS. ANY PROCESS IN
ANY SUCH ACTION OR PROCEEDING MAY, AMONG OTHER METHODS, BE SERVED UPON A

15

PARTY BY DELIVERING IT OR MAILING IT, BY REGISTERED OR CERTIFIED MAIL OR BY


OVERNIGHT COURIER OBTAINING PROOF OF DELIVERY, DIRECTED TO THE ADDRESS SET
FORTH IN PARAGRAPH 10 OR SUCH OTHER ADDRESS AS A PARTY MAY DESIGNATE
PURSUANT TO PARAGRAPH 10. ANY SUCH DELIVERY OR MAIL SERVICE SHALL BE DEEMED TO
HAVE THE SAME FORCE AND EFFECT AS PERSONAL SERVICE WITHIN THE STATE OF NEW
YORK. THE PREVAILING PARTY IN ANY LEGAL ACTION ARISING FROM OR RELATED TO THIS
AGREEMENT SHALL BE ENTITLED TO PROMPT REIMBURSEMENT FROM THE OTHER PARTY
FOR ALL COSTS AND EXPENSES (INCLUDING REASONABLE OUTSIDE ATTORNEYS FEES)
INCURRED BY THE PREVAILING PARTY IN CONNECTION THEREWITH.
(g)
Assignment. This Agreement will be binding upon and inure to the benefit of the parties
and their permitted successors and assigns. Each party may assign this Agreement and/or its rights
and/or obligations hereunder in whole or in part only to any affiliate or to any person or entity acquiring all
or substantially all of the assets or business of such party, and such rights and obligations may be
assigned by any assignee thereof, but subject to the same limitations. Any purported assignment in
violation of the foregoing shall be deemed null and void ab initio and without force or effect. Other than
such permitted assignees, no person or entity not a party to this Agreement shall have any rights or
remedies under this Agreement, whether as a third-party beneficiary or otherwise.
(h)
Independent Contractors. In entering into this Agreement, SoundCloud and Publisher
have and will have the status of independent contractors. Accordingly, there is no joint venture,
partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend to
create any such relationship by this Agreement.
(i)
Force Majeure. Neither party hereto will be responsible for, or be in breach of this
Agreement, to the extent that its performance is delayed as a result of any act of God, war, terrorism, fire,
earthquake, civil commotion, act of government or any other cause wholly beyond its control, and not due
to its own negligence or that of its contractors or representatives, and which cannot be overcome by the
exercise of due diligence (Force Majeure Event). Publisher agrees that SoundCloud shall have the right
to suspend the running of the Term in the event of a Force Majeure Event. Such right may be exercised
by notice to Publisher (each such notice, a Suspension Notice), and such suspension will last for the
duration of the applicable event. If SoundCloud suspends the running of the Term in the event of a Force
Majeure Event and the Force Majeure Event affects no other digital music service in the Territory
operating under a direct grant of rights from Publisher other than SoundCloud, and that Force Majeure
Event continues for more than a period of six (6) consecutive months, Publisher may request, by notice to
SoundCloud (the Request Notice), that such Suspension Notice be terminated by SoundCloud within
the sixty (60) day period after Publishers receipt of the Request Notice. If SoundCloud does not
terminate such Suspension Notice, the Term shall terminate at the end of that sixty (60) day period (or at
such earlier time as SoundCloud may designate by notice to Publisher), and all parties shall be deemed
to have fulfilled all of their obligations under this Agreement except those obligations which survive the
end of the Term.
(j)
Publisher Payments Speculative. Nothing contained in this Agreement obligates
SoundCloud or any Creator Partner to make available, sell, license, exploit or distribute Musical Works on
or in connection with the Service.
(k)
Publicity. No party hereto shall, without the prior written consent of the other party, issue
any press release or make any other public announcement or statement relating to the existence of this
Agreement, any terms and conditions of this Agreement or to the negotiation thereof to which such party
was privy or of which it was otherwise made aware (e.g., by being copied on correspondence or by being
advised by another party to the negotiation).
(l)
Execution of Agreement. This Agreement may be executed in one or more counterparts,
each of which when taken together, will be deemed to constitute one and the same instrument. Executed
copies of this Agreement transmitted via facsimile and/or electronic mail will be deemed originals for all
purposes and will be binding upon the parties hereto. Further, this Agreement may be accepted in

16

electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and
each partys acceptance shall be deemed binding between the parties. Each party acknowledges and
agrees it shall not contest the validity or enforceability of this Agreement, including under any applicable
statute of frauds, because they were accepted and/or signed in electronic form. Each party further
acknowledges and agrees that it shall not contest the validity or enforceability of a signed facsimile copy
of this Agreement on the basis that it lacks an original handwritten signature. Facsimile signatures shall
be considered valid signatures as of the Effective Date. Computer maintained records of a party when
produced in hard copy form shall constitute business records and shall have the same validity as any
other generally recognized business records.

IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the Effective Date.
Signed by:
SOUNDCLOUD OPERATIONS, INC

Signed by:
[PUBLISHER NAME]

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

Publishers electronic execution of the Rights


Agreement via the NMPA CRM portal constitutes
Publishersbinding agreement to these terms.

17

Schedule 1
Specification for Quarterly Accounting Statements
See attached

SCHEDULE1

member_reference

member_name

work_number

song_title composers isrc

units

source_of_income

publisher_share

income_type amount

date_from date_to territory

service_name