Running Competitions on SoundCloud
Competitions can be a really great way of generating interest in your content and increasing engagement and interaction with your fans. If you want to use SoundCloud® to administer, manage or promote any kind of competition, contest, sweepstake or giveaway on SoundCloud® (a “Competition”), these terms will apply, so please make sure you read and understand them fully before you start promoting your Competition.
These terms (“Competition Terms”) apply in addition to the general Terms of Use (soundcloud.com/terms-of-use-new) applicable to your use of SoundCloud®. Those general Terms of Use, together with our Privacy Policy (soundclound.com/pages/privacy), Cookies Policy (soundcloud.com/pages/cookies) and Community Guidelines (soundcloud.com/community-guidelines) are referred to as the “Platform Terms”. Any capitalised term that is not defined in these Competition Terms shall have the meaning defined in the Platform Terms.
Acceptance of Competition Terms
These Competition Terms apply whenever you run a Competition on the Platform. By organising, administering, managing or promoting a Competition using the Platform, you accept these Competition Terms and agree to abide by them with respect to that Competition.
We reserve the right to change, alter, replace or otherwise modify these Competition Terms at any time. The date of last modification is stated at the end of these Competition Terms. It is your responsibility to check this page for any updates prior to organising, administering, managing or promoting any Competition on the Platform. The Competition Terms that are in force at the date you launch your Competition will be the terms that apply throughout that Competition, regardless of any change that we may make to these Competition Terms while your Competition is in effect. Any subsequent Competition will be subject to the Competition Terms in effect at the relevant time.
Competitions
Any use of the Platform to administer, manage or promote a Competition is subject to the following conditions:
(i) You must ensure that any content that you make available as part of the Competition (for example, stems that you wish users to remix) (“Audio Content”) is comprised exclusively of sound recordings owned or exclusively controlled by you, or to which you have obtained all relevant rights, including without limitation, the right to use, reproduce, adapt, create derivative works from, distribute, transmit, publicly perform, publicly display, make available or otherwise communicate to the public, such sound recording or parts thereof, any underlying musical composition and lyrics embodied in such sound recordings, and any and all performers’ rights pertaining thereto, and the right to authorise third parties to do any and all of the foregoing as necessary for the purposes of your Competition.
(ii) Neither the Audio Content nor any other material uploaded by you to SoundCloud® in connection with the Competition (collectively, “Your Content”), shall include:
(a) any material that is offensive, abusive, libellous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in SoundCloud’s reasonable discretion;
(b) without limitation to (i) above, any material that violates, plagiarises, misappropriates or infringes the rights of third parties including, without limitation, intellectual property rights, rights of privacy or publicity, confidential information or any other right, or any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in SoundCloud’s reasonable opinion;
(c) any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component; or
(d) any material that otherwise violates the Platform Terms.
(iii) The Competition must be governed by Competition T&Cs (as defined below) which are lawful and properly implemented, as described below.
(iv) You must not, whether through the Competition T&Cs, your promotion of the Competition or otherwise, solicit, induce or encourage any user of the Platform to create or upload any material or otherwise engage in any conduct that is intended or would be likely to constitute a breach of the Platform Terms.
(v) You must ensure that any collection, storage, processing and use of any personal data submitted by Competition entrants, is lawful in each country in which you operate, administer and promote the Competition.
You hereby represent, warrant and agree that you will comply with the above conditions, and acknowledge and agree that SoundCloud has the right, in its sole discretion, to suspend or terminate your Competition or to take such other action as we see fit, including terminating your use of the Platform, if you breach the above conditions or any of the other terms set out on this page.
Administration of the Competition
You hereby acknowledge and agree that you are solely responsible for all aspects of the creation, management, operation, administration and promotion of the Competition, and you hereby represent, warrant and undertake to SoundCloud that you will undertake the foregoing in strict compliance with all applicable laws in all territories in which the Competition operates. This includes, without limitation, being responsible for registering the Competition T&Cs with any applicable local authorities and/or paying any taxes or duties associated with any prize(s).
You have complete discretion over the creation and administration of the Competition and the selection of the winner(s) and any runner(s) up.
SoundCloud does not monitor any activity on the Platform, but if SoundCloud becomes aware of any attempts by any Competition entrant or other third party to influence the results of any Competition by the use of bots, botnets, scripts, apps, plugins, extensions or other means, automated or otherwise, to artificially create accounts, increase playcount, add comments or followers or otherwise to misrepresent the popularity of content relating to the Competition, SoundCloud will notify you accordingly. Any decision whether or not to disqualify a particular entrant from the Competition shall be your decision, but SoundCloud reserves the right to take separate action at its discretion with respect to any user found to be in breach of the Platform Terms including, without limitation, deletion of that user’s account.
Competition Terms and Conditions
You shall ensure that the Competition is governed by suitable terms and conditions which are clearly communicated to and accepted by prospective Competition entrants at the point at which they take any action indicating an intention to enter the Competition (for example, by downloading Audio Content and/or submitting anything for consideration in the Competition (“Competition T&Cs”).
The Competition T&Cs shall:
(i) be directly accessible to users on any page on which the Competition is being promoted or where Competition entries are being solicited;
(ii) clearly disclose to entrants and prospective entrants that you, and not SoundCloud, are the promoter or sponsor of the Competition, and that you, and not SoundCloud, have sole responsibility for the administration of the Competition;
(iii) require all entrants and prospective entrants wishing to enter into any correspondence regarding the Competition to direct their correspondence to you, and not to SoundCloud, and that any correspondence directed to SoundCloud will be forwarded to you;
(iv) clearly communicate the prize (if any), the closing date for the Competition, the basis on which the winner(s) and any runner(s) up will be selected, the minimum age for Competition entrants (which shall not be less than the minimum age required for users of the Platform as set forth in the Platform Terms from time to time), and the territories in which the Competition is promoted and from which entries are eligible for inclusion in the Competition;
(v) reserve to you the right to disqualify from the Competition any user found or reasonably suspected to be using automated means to unfairly influence the results of the Competition, which shall be without prejudice to SoundCloud’s right to take action against such user with respect to any breach of the Platform Terms;
(vi) not include any term, provision or requirement that is inconsistent with the Platform Terms, or which solicits, induces or encourages any entrant or prospective entrant to engage in conduct that would or might constitute or lead to a breach of the Platform Terms; and
(vii) not include any requirement to pay or to promise to pay any money, or to provide anything of value as a condition of entering the Competition.
Promotion
SoundCloud shall not be obliged to promote the Competition on the Platform or through any of its social media channels.
Data Protection and Privacy
If, and to the extent that any aspect of your administration of the Competition involves the collection of email addresses or other personal data or personally identifiable information (“Data”) relating to anyone entering or participating in the Competition (“Participants”), you hereby represent, warrant and undertake to SoundCloud as follows:
(i) You will explain clearly to Participants at the point at which any Data is requested or collected your practices with respect to the collection, storage, transfer, use or other processing of Data.
(ii) You will ensure that Participants’ informed consent is obtained to all processing that you intend to carry out with respect to Data collected as a result of their participation in the Competition.
(iii) You will ensure that your collection, storage, transfer (including any international transfer), use and other processing of Data is and remains at all times compliant with all applicable laws on data protection, privacy and unsolicited commercial communications, including without limitation, the European Data Protection Directive 95/46/EC, the European Privacy and Electronic Communications Directive 2000/31/EC (in each case as implemented by relevant national law), and the United States CAN-SPAM Act of 2003.
For the avoidance of doubt, SoundCloud shall not be obliged to provide, share or disclose to you any Data collected or stored by SoundCloud with respect to any user of the Platform (including without limitation, any email address or other information provided by that user. This shall be the case whether or not such user registered for their account solely in order to participate in the Competition.
Disclaimer
THE PLATFORM IS PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.
WHILST SOUNDCLOUD USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO SOUNDCLOUD’S ATTENTION, SOUNDCLOUD MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE PLATFORM OR ANY PART OR PARTS THEREOF. SOUNDCLOUD DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM, ANY PART OR PARTS THEREOF, OR THE SERVERS ON WHICH THE PLATFORM IS HOSTED ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOUNDCLOUD MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE ACCURACY OR COMPLETENESS OF ANY DATA RELATING TO USER ACTIVITY REGARDING CONTENT SUBMITTED AS PART OF ANY COMPETITION.
SOUNDCLOUD AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, TOGETHER WITH ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND COMPLIANCE WITH APPLICABLE LAW.
WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THESE COMPETITION TERMS.
Limitation of Liability
IF YOU ARE DISSATISFIED WITH THE PLATFORM AS A PLATFORM FOR YOUR COMPETITION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM FOR SUCH PURPOSES.
SOUNDCLOUD AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS SHALL HAVE NO LIABILITY FOR:
(I) ANY LOSS OR DAMAGE ARISING FROM:
(A) YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF FOR THE ADMINISTRATION OF THE COMPETITION;
(B) ANY CHANGES THAT SOUNDCLOUD MAY MAKE TO THE PLATFORM OR ANY PART OR PARTS THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM IN OR FROM ANY OR ALL TERRITORIES;
(C) ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE PLATFORM, OR FROM ANY INACCURACY OR DEFECT IN ANY PART OF THE PLATFORM; OR
(D) YOUR FAILURE TO ADMINISTER THE COMPETITION OR ANY ASPECT THEREOF IN ACCORDANCE WITH APPLICABLE LAW
(II) ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA, OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR
(III) ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF SOUNDCLOUD BREACHING THESE COMPETITION TERMS. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND SOUNDCLOUD AT THE TIME YOU AGREE TO THESE TERMS, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO SOUNDCLOUD AS SOON AS POSSIBLE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SOUNDCLOUD AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND SOUNDCLOUD, AND THAT SOUNDCLOUD’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
NOTHING IN THESE COMPETITION TERMS LIMITS OR EXCLUDES THE LIABILITY OF SOUNDCLOUD, ITS SUBSIDIARIES, SUCCESSORS OR ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS FOR (I) ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) FOR ANY FORM OF FRAUD OR DECEIT, (III) FOR ANY DAMAGES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (IV) FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
Indemnification
You hereby agree to indemnify, defend and hold harmless SoundCloud, its affiliates, successors and assigns, and their respective agents, directors, officers, employees, shareholders, licensors, licensees and users from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:
(i) any violation by you of these Competition Terms, including without limitation, any breach of any of the conditions in the Competition and Contests section, your obligations and undertakings in the Administration of the Competition and Competition Terms and Conditions sections, and the representations and warranties in the Data Protection and Privacy section above; and
(ii) any claim by any third party that any of Your Content (but not any content submitted by Competition entrants, other than to the extent such content incorporates or is derived from Your Content) or any text, images or other material displayed by you in connection with the Competition infringes the rights of any third party, including without limitation, any copyright, trade mark or other intellectual property rights, rights of privacy or publicity, confidential information or any other right;
(iii) any failure by you to properly disclose your practices, or to obtain valid consents, with respect to the collection, storage, transfer, use or other processing of Data;
(iv) any failure by you properly to implement Competition T&Cs or to administer and promote the Competition in accordance with applicable laws, including without limitation, any failure to make any filings or registrations or to pay any taxes or duties relating to the Competition, the Competition T&Cs or any prize(s); and
(iv) any other breach or violation by you of any applicable laws, rules and regulations anywhere in the world, including without limitation, any privacy or data protection laws, or any laws, rules or regulations relating to consumer marketing and promotions.
Suspension and Termination
SoundCloud may suspend or terminate your Competition at any time if you are in breach of any of the material provisions of these Competition Terms. Without limitation to for the foregoing, SoundCloud may also require you to cease any or all activity with respect to your Competition if SoundCloud believes, in its sole discretion, that your Competition is not in the best interests of SoundCloud® users. To the extent that any breach of these Competition Terms also constitutes a breach of the Platform Terms, we reserve the right to suspend or terminate your use of the Platform according to the Platform Terms.
Relationship with Platform Terms
These Competition Terms apply solely with respect to your use of the Platform for the administration, management or promotion of a Competition. Any other use you make of the Platform will be governed by the Platform Terms. In the event of any conflict between these Competition Terms and the Platform Terms with respect to your administration, management or promotion of a Competition, these terms will prevail but only to the extent of such conflict.
Effective Date: 1 May 2013