Terms of Sale
Last Updated: August 5, 2024
These Terms of Sale (“Terms”) are between you and SoundCloud, Inc. (“we” or “SoundCloud”) and apply to each order that you place through SoundCloud’s online store, currently located at http://store.soundcloud.com (the “SoundCloud Store”).
Each time you place an order through the SoundCloud Store, you are agreeing to be bound by the current version of these Terms with respect to that order. Please review the “Last Updated” legend above to determine when these Terms were last updated. You represent and warrant that you have the legal capacity to enter into these Terms. If you are under the age of majority in your jurisdiction, you represent and warrant that you have obtained parental or guardian consent to enter into these Terms.
If you habitually reside in a member state of the European Union (“EU”), Iceland, Norway or Lichtenstein (“EEA”) or the United Kingdom (“UK”) and purchase the products through the SoundCloud Store as a consumer (i.e., for a purpose which can be regarded as being outside your trade, craft or profession), the provisions set out in Section 10 of these Terms additionally apply to your orders in the SoundCloud Store, which take precedence over the other provisions of the Terms in the event of any conflict.
1. PRICING; AVAILABILITY
Prices are stated in the applicable currency based on your selected location, and may not include shipping and handling charges or applicable taxes, which, if applicable, will be communicated to you before you place your order. We may change the prices for any products in the SoundCloud Store at any time without notice. We may add or remove products from the SoundCloud Store at any time for any reason, and we may also change quantities available for purchase at any time, even after you place an order. Pricing or availability errors may occur on the SoundCloud Store. SoundCloud may cancel any orders containing pricing or availability errors, with no further obligations to you, even after you receive an order confirmation or shipping notice. SoundCloud may, at its discretion, either contact you for instructions, or cancel your order and notify you of the cancellation.
2. ORDERING; SHIPPING; DELIVERY
We may refuse or cancel any order or limit any order quantity in our sole discretion, even after receiving or confirming your order. We may also require additional qualifying information before accepting or processing your order. While it is our practice to confirm orders by email, your receipt of an email confirmation does not constitute our acceptance of your order, or confirmation of an offer to sell a product.
If you wish to make a transaction through the SoundCloud Store, you may be asked for certain information, such as your payment card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT METHOD THAT YOU SUBMIT IN CONNECTION WITH ANY SUCH TRANSACTION. By submitting such information, you agree that we may provide it to third parties for purposes of facilitating transactions. We may require verification of information before acknowledging or completing any transaction.
The actual delivery of your order can be impacted by many events beyond our control, and we are not liable for late deliveries. Title to the products will pass to you upon delivery to the carrier; however, risk of loss (or damage) will pass to you upon delivery to you.
3. NOT FOR RESALE
The SoundCloud Store sells and ships products only to end customers for their personal, non-commercial use, and we may refuse or cancel your order if we suspect you are purchasing products for resale or commercial use.
4. RETURN POLICY
Returns and refunds related to your SoundCloud Store order are subject to the Return and Refund Policy located at http://store.soundcloud.com/policies/refund-policy, which is incorporated by reference into these Terms.
5. DISCLAIMERS
PRODUCTS AVAILABLE THROUGH THE SOUNDCLOUD STORE ARE MADE AVAILABLE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
We make no representations as to the completeness, accuracy, reliability, validity or timeliness of any listings, descriptions or images (including any features, specifications and prices) for any products available through the SoundCloud Store. Such information, and the availability of any product (including the validity of any coupon or discount), are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and for convenience only. We make reasonable efforts to accurately display the attributes of products, including colors, however the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display the colors. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any product.
6. LIMITATIONS ON LIABILITY
NEITHER SOUNDCLOUD, ITS SUPPLIERS, DISTRIBUTORS OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING PRODUCTS AVAILABLE THROUGH THE SOUNDCLOUD STORE, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE ANY SUCH PRODUCT, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SOUNDCLOUD OR ANY SUCH OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE, TOTAL LIABILITY OF SOUNDCLOUD, OR ITS SUPPLIERS, DISTRIBUTORS OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SUCH PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE SUCH PRODUCTS, EXCEED THE AMOUNTS YOU HAVE PAID TO SOUNDCLOUD FOR THE APPLICABLE PRODUCT.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SOUNDCLOUD.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SUCH AS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO CERTAIN OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
7. DISPUTE RESOLUTION
Except as otherwise expressly provided, You agree that any dispute between you and SoundCloud arising out of or relating to your order through the SoundCloud Store, or any products that you purchase through the SoundCloud Store (collectively, “Disputes”) will be governed as follows: These Terms and the resolution of any Disputes will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. You and SoundCloud agree that any judicial proceeding will be brought in the federal or state courts located in New York County, New York State. Both you and SoundCloud consent to venue and personal jurisdiction there.
8. GENERAL PROVISIONS
Except as otherwise stated herein, these Terms constitute the entire understanding and agreement between us regarding their subject matter, and these Terms supersede and replace any prior oral or written understandings or agreements between us relating to that subject matter.
If a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without SoundCloud’s prior written consent. Any attempt by you to assign, delegate or transfer these Terms, without such consent, will be null and void. SoundCloud may freely assign, delegate or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications provided by SoundCloud under these Terms, including those regarding modifications to these Terms, will be given by email to any address you have provided to SoundCloud, or by posting to the SoundCloud Store.
SoundCloud’s failure to enforce any right or provision under these Terms will not be considered a waiver of that right or provision. SoundCloud’s waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of SoundCloud. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies, under these Terms or otherwise.
You will not export or re-export, directly or indirectly, any products available through the SoundCloud Store, or any technical information related to the products, to any destination or person prohibited or restricted by applicable law, including, without limitation, U.S. export control laws and regulations.
9. ADDITIONAL TERMS MAY APPLY
Additional terms made available by SoundCloud may apply to certain products. If there is a conflict between these Terms and any of those additional terms, the additional terms will control to the extent of the conflict.
10. ADDITIONAL TERMS FOR CONSUMERS IN THE EU; EEA OR THE UK
a. Warranty Rights
You have statutory warranty rights under the laws applicable in the country where you habitually reside in case of any non-conformity of the products purchased through the SoundCloud Store. Such rights shall remain unaffected by these Terms. SoundCloud does not provide any further warranties, guaranties, or representations for the products available in the SoundCloud Store.
b. Governing Law
These Terms and the resolution of any Disputes will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, provided that this choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the laws applicable in the country where you habitually reside.
c. Dispute Resolution
The provisions of Section 7 on the judicial forum of Dispute do not apply to you. You may bring judicial proceedings relating to any Dispute against SoundCloud either in the courts of the country in which SoundCloud is domiciled or in the courts for the place where you are domiciled, and judicial proceedings may be brought against you only in the courts of the country in which you are domiciled.
d. Instruction on the Statutory Right of Withdrawal or Cancellation
Right of Withdrawal
If you habitually reside in the EU, Iceland, Norway or Lichtenstein, you have the right to withdraw from this contract within 14 days without giving any reason; if you reside in the UK you have the right to cancel this contract within 14 days without giving any reason (withdraw and cancel is herein collectively referred as “withdraw”, and withdrawal and cancellation as “withdrawal”).
The withdrawal period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods.
To exercise the right of withdrawal, you must inform us, SoundCloud, Inc. (2 Gansevoort St., 6th Floor, New York, NY 10014, store@soundcloud.com), of your decision to withdraw from this contract by an unequivocal statement (e.g., a letter sent by post or e-mail). You may use the attached model withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of Withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
Goods returned under this right of withdrawal should be sent to Profill Solutions/ SoundCloud Store, 110 Mercantile Dr Suite B, Fairfield Ohio, United States, 45014.
We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
You shall send back the goods or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired.
You will have to bear the direct cost of returning the goods.
You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
Model Withdrawal Form
(Complete and return this form only if you wish to withdraw from the contract)
To: SoundCloud, Inc.[address, email address]
I/we* hereby give notice that I/we* withdraw from my/our* contract of sale of the following goods*/for the provision of the following services*:
_____________________________________________
Ordered on*/received on*:
_____________________________________________
Name of consumer(s):
_____________________________________________
Address of consumer(s):
_____________________________________________
Signature of consumer(s) (only if this form is notified on paper):
_____________________________________________
Date:
_____________________________________________
*Delete as appropriate.