CD BABY ARTIST AGREEMENT
Last Updated: 9 August, 2023
Welcome to the CD Baby Artist Agreement (together with any and all applicable Addenda the “Agreement“), between you and CD Baby (a division of Audio and Video Labs, Inc., along with our licensees, partners and affiliates collectively referred to in this Agreement as “us,” “we,” and “CD Baby“). This Agreement contains the general terms and conditions under which CD Baby offers the “Services” (as defined below). If you choose to utilize the Digital Download and Distribution Service (as defined below) or the Consignment Service (as defined below) or the Publishing Service (as defined below) or the Social Video Monetization (SVM) Service (as defined below) or the MLC Service (as defined below) or the SoundExchange Service or the Sync Distribution Service (as defined below) or any combination of such services, the Digital Distribution Addendum and/or the Consignment Services Addendum and/or the Publishing Administration Addendum and/or the Social Video Monetization (SVM) Addendum and/or the Mechanical Licensing Collective (MLC) Addendum and/or the SoundExchange Addendum and/or the Sync Distribution Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by CD Baby (whether by upload to the CD Baby website (the “Website”) or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to CD Baby, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.
We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section 9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and CD Baby that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, we will notify you primarily by changing the date at the top of this Agreement and secondarily with a notice on your account dashboard that will appear for a period of 30 days after the update.
YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH CD BABY FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.
1. TERMS OF SERVICE:
This Agreement is incorporated into and subject to the Terms of Service (“TOS“). All initially-capitalized terms not defined in this Agreement are defined in the TOS.
2. AUTHORIZATION:
You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the nonexclusive right, during the “Term” (as defined below) and throughout the “Authorized Territory” (as defined below), to:
- (a) Reproduce and create derivative works of Your Content (including any Physical Product) by creating video files that embody Your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting Your Content into Digital Masters, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product;
- (b) Publicly perform, publicly display, communicate to the public, synchronize, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, a Licensee website or platform, or via a CD Baby Widget you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale, or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to
- (i)