Upcoming changes to the CD Baby Artist Agreement – CD Baby Help Center

The CD Baby Artist Agreement was updated on:

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

Summary: we expanded the definition of Tax to explicitly include other taxes and withholding. Previously, it still included other taxes, but we wanted to be clearer. We added the condition that payments to users are contingent on CD Baby’s receipt of their tax forms. We also added the explicit right for CD Baby to withhold any amounts it legally is required to. Lastly, we added that the user is responsible for any fees or charges CD Baby has to pay in the event it incurs any charges as a result of the user providing inaccurate tax info.

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

Summary: we revised the termination procedure for the Publishing Addendum. Instead of sending an email with a specific subject line to terminate, users will submit a Help Center form.

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.