Most recent changes to the CD Baby Artist Agreement

The CD Baby Artist Agreement was updated on:

June 2, 2022

Changes:

• Artist Agreement, Section 2 - “Authorization”
  Synchronization rights and a reference to Licensee platforms were added to section 2(b) to ensure that CD Baby artists’ music would continue to be promoted as the music rights landscape evolves. This is not the same as opting in to traditional sync. That is still optional and requires that you opt in to the Sync Addendum.
• Artist Agreement, Section 4 - "Payment Terms"
  There were no changes to the payment terms, other than to consolidate them all in one place under 4(h)
• Artist Agreement, Section 16 - "Indemnification"
  Our distribution partners are increasingly offering more ways for their users to enjoy music beyond listening to it. For example, creating short form videos and other, similar projects. Currently you assert that you have all necessary rights to distribute the content you submit through your CD Baby account, and you indemnify CD Baby against any claim to the contrary. The changes to this section extend that indemnification to our distribution partners and their customers for legitimate uses of your content.
• Artist Agreement, Section 21 - "Certain Definitions"
  We updated the definition of (m) Threshold Amount (familiarly known as the CD Baby pay point). Previously the minimum amount was $10.00, and the choice to set the pay point higher that that was up to you. This change allows us to raise your pay point if we must in order to meet our banking partner's regulatory minimum to send you payments via the payment method you selected.
• Consignment Services Addendum, Section 4 – “Payment for Physical Product Sales”
  There were no changes, other than to condense and move this language to Section 4 of the Artist Agreement.
• Digital Distribution Addendum, Section 2 - "Additional Grant"
  We revised the rights granted in paragraphs (a) - (e) to more explicitly identify the specific rights granted and permit delivery of content to partners with new product offerings, such as short form video and audio-visual offerings. For example, user created videos for use on a partner platform as opposed to traditional sync placements, and digital jukeboxes. We added paragraph (f) to account for delivery of content to partners with new product offerings such as user created DJ mixes. Lastly, we added paragraph (j) to ensure that our distribution partners' customers are also granted these necessary rights.
• Digital Distribution Addendum, Section 3 – “Digital Performance Rights Administration Services”
  We reformatted and clarified the instructions to make it clear how to opt out of Digital Performance Royalty collection.
• Digital Distribution Addendum, Section 4 - "Payments to You"

  We condensed and moved the language in paragraph (d) to Section 4 of the Artist Agreement.

• Sync Distribution Addendum, Section 2 - "Additional Definitions"
  We revised this language for clarity, and to relocate the rights grants from within the definitions to the Sync Distribution Addendum, Section 3
• Sync Distribution Addendum, Section 3 - "Additional Grant"
  We revised this by breaking the rights grant language that was previously contained within the definitions of "Sync" and "Represent" into discrete bullet points to provide more clarity and to ensure our distribution partners' customers are also granted the necessary rights needed to use our partners' products.
• Sync Distribution Addendum, Section 4 - "Exclusive Content ID Administration Rights"
  We revised this language to explicitly identify the rights being granted to CD Baby for Content ID administration when content is opted in to the Sync addendum. 
• Sync Distribution Addendum, Section 5 - "Term"
  We added language clarifying that if you withdraw your consent to this agreement, it is ultimately your responsibility to enforce takedowns from partner websites if they delay removing content after receiving a takedown notice from CD Baby. Continuing to pursue these takedowns on your behalf will be at our discretion.
• Sync Distribution Addendum, Section 6 - "Payment"
  We revised this language to permit deductions of reasonable non-overhead costs or expenses incurred with CD Baby's administration of Sync content. For example, required tax withholding. We condensed the payment terms and moved payment term language to Section 4 of the Artist Agreement.
• Sync Distribution Addendum, Section 10 - "Indemnification"
  We condensed and moved indemnification language to Section 16 of the Artist Agreement.
• Publishing Administration Addendum, Section 5 - "Payment of Net Income; Accounting"
  We condensed the payment terms and moved payment term language to Section 4 of the Artist Agreement.

January 27, 2022.

Changes:

CD BABY ARTIST AGREEMENT

• Notice, Modification and Termination: We modified notice provisions located in the third paragraph of the first page of the Artist Agreement, and in Section 9. Previously, we required ourselves to send 15 days’ notice through email in the event of any material changes. Instead of sending an email and taking up space in your inbox, we will instead notify you of substantive changes (1) through a notice pop-up on your artist dashboard, and (2) by changing the date at the top of the Artist Agreement. We moved language about how to terminate if you don’t accept the changes down to Section 9 for clarity.

• Right of Removal: We revised language in Section 10 (b) to clarify that we have the right to remove content for any reason and included updated examples for why we would remove content. We also added language granting us the right to freeze accounts and payment until satisfactory resolution is obtained to prevent the payout of funds to fraudulent, infringing or otherwise abusive account holders. Further, we included a requirement that any fees incurred by us due to an account holder’s fraudulent activities will be deducted from monies payable to said account holder. We removed language pertaining to providing you a credit in the event of removal as it is not in our practice to offer credits, and added language allowing us to provide you a refund instead. Finally, we included language that makes clear that we will not pay out royalties accrued through the fraudulent or abusive exploitation of your content.

• Choice of Law: We changed the choice of law from California to Oregon.

PUBLISHING ADMINISTRATION ADDENDUM

• Grant of Rights: We modified the grant of rights in Section 1(a) to clarify that if we are unable to register your compositions with your PRO, it is your responsibility to register your works and collect your royalties from such PRO. Additionally, we added language providing that if we affiliate with your PRO in the future, you must provide the letters of direction necessary for us to administer your account by claiming existing works, registering new works and collecting publishing income for you.

• Payment: We removed language regarding quarterly payments. We did not make any changes regarding payment methodology, you will still receive payment when the amount in your account reaches the level you designate in your account.

• Changes: We removed language from what was previously Section 7 to eliminate redundancy—the terms regarding changes and modification in the main Artist Agreement apply to all Addenda.

• Applicable Law: We removed language from the end of Section 9, Miscellaneous, to eliminate redundancy—the terms regarding choice of law in the main Artist Agreement apply to all Addenda.

The CD Baby Artist Agreement was previously updated on:

November 9, 2021. 

There were two changes:

1. TAX CHANGE

Previous tax language: CD Baby will use its reasonable efforts to collect sales and other taxes owed on the sale of Your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of Your Content pursuant to this Agreement, and you hereby indemnify CD Baby for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by CD Baby.

Current tax language: CD Baby will use reasonable efforts to collect sales and federal, state, local or foreign withholding or other taxes owed on the sale of Your Content (“Tax”), and to remit such Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that (i) CD Baby’s payment of any sums to you hereunder, including any royalties for your Content licensed pursuant to this Agreement, is conditioned upon your fulfillment of all obligations described hereunder and CD Baby’s receipt of your completed U.S. Federal Tax form W-9 or, as applicable, the appropriate form W-8, (ii) CD Baby shall be entitled to withhold from any amounts payable to you under this Agreement any Tax, charges and governmental fees which CD Baby is required to withhold, (iii) you are ultimately responsible for tracking and paying any Tax, charges and governmental fees owed in connection with the sale or distribution of Your Content pursuant to this Agreement, including without limitation any tariffs, value-added taxes or governmental fees, and you hereby indemnify CD Baby for any Tax, charges and governmental fees that may be owed in addition to those amounts collected and remitted on your behalf by CD Baby. You will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.

2. PUBLISHING TERMINATION CHANGE

Previous publishing addendum termination language: The initial term of this Publishing Addendum will commence when you register for the Publishing Services (either by specifically signing up for the Publishing Services or for a package that includes the Publishing Services) and will continue for a period of one year (the “Initial Term”) unless earlier terminated by CD Baby as set forth below. Thereafter, the term will automatically renew quarterly (i.e. for additional three month periods) (each a “Renewal Term”) unless you terminate prior to the end of the previous term by sending an email with subject line CDB PRO CANCELLATION to publishing@cdbaby.com with a request to cancel along with your email address and CDB user ID (a “Cancellation Notice”). Together, the Initial Term and any Renewal Terms will constitute the “Term”. Regardless of when you send your Cancellation Notice, termination will not be effective until the end of the Term in which the notice is sent. No additional Registration Fees will be payable for any Renewal Term.

Current publishing addendum termination language: a) The initial term of this Publishing Addendum will commence when you register for the Publishing Services (either by specifically signing up for the Publishing Services or for a package that includes the Publishing Services) and will continue for a period of one year (the “Initial Term”) unless earlier terminated by CD Baby as set forth below. Thereafter, the term will automatically renew quarterly (i.e. for additional three month periods) (each a “Renewal Term”) unless you terminate prior to the end of the previous term by submitting a request through the CD Baby Pro Publishing Help Center form by selecting the "Cancel my CD Baby Pro Administration Service" option under the "Select what you need assistance with" dropdown menu and completing all required fields, including providing your account username, email address on file, artist name, and submission title as prompted on the form (a “Cancellation Notice”). Together, the Initial Term and any Renewal Terms will constitute the “Term”. Regardless of when you send your Cancellation Notice, termination will not be effective until the end of the Term in which the notice is sent. No additional Registration Fees will be payable for any Renewal Term.