Welcome to the CD Baby Sync Distribution Addendum between you and CD Baby. This Sync Distribution Addendum ("Sync Distribution Addendum") is part of and incorporates the terms of the CD Baby Artist Agreement, and contains additional
terms under which CD Baby offers the Sync Distribution Service. To the extent that there is any conflict between the terms of this Sync Distribution
Addendum and any term(s) (a) in the CD Baby Artist Agreement (including any other Addenda), and/or (b) in the Terms of Service (http://www.cdbaby.com/terms), the terms of this Sync Distribution Addendum will control.
1. Additional Authorization.
As further described below, this Addendum allows us to provide Your Authorized Content (defined below) to our Licensees that specialize in licensing
sound recordings (and the musical works embodied therein) for a variety of contexts, including film, television, video games, websites, multimedia,
user-generated content, and various application programming interface ("API") services.
Please keep in mind that, although you may have defined the Authorized Territory for the use of Your Authorized Content for other purposes (e.g., for
purposes of the Digital Download and Distribution Service), all licenses and authorizations granted, and all representations, warranties, undertakings
and covenants made by you under this Sync Distribution Addendum are for uses and exploitations throughout the universe.
2. Additional Definitions.
For the purposes of this Sync Distribution Addendum, the following capitalized terms shall have the following meanings:
(a) "All Media" means contracts, of any duration, permitting third parties to synchronize, perform (including public
performance), display, communicate to the public, reproduce, deliver, transmit, and/or otherwise use Your Authorized Content in and/or in connection
with any and all media, and by any means, now known or hereafter devised, including films, videos, television programs (including cable and digital
cable), advertisements (including commercials), games (including app-games, console games, and computer games), background music (e.g., in-store music,
on-hold music, etc.), corporate projects/works (e.g., videos, slideshows, presentations, social media channels, teleconferences, podcasts, social media
sites), video blogs, and merchandise (e.g., toys), and which contracts may include the privilege to make a musical arrangement to the extent necessary
without changing the basic melody, fundamental character or the lyrics of the composition, which arrangement will not be considered a "derivative work"
by law. For the avoidance of doubt, "All Media" includes all uses of the type set forth in Section 2(d) below (but is not limited by, and does not
include any limitations set forth in, Section 2(d)).
(b) "Authorized Term" has the meaning set forth in Section 5 of this Sync Distribution Addendum.
(c) "Gross Revenues" means all license fees, revenues, or other consideration (including barter transactions) paid or payable
to a Licensee for any licensed use of Your License Content pursuant to the provisions of this Addendum.
(d) "MicroSyncSM" means contracts of any duration, permitting third parties to synchronize, perform
(including public performance), display, communicate to the public, reproduce, deliver, transmit and/or otherwise use Your Authorized Content in and/or
in connection with New Media Projects, and to exploit Your Authorized Content in any and all online or mobile media (whether now known or hereafter
devised), and which contracts may include the privilege to make a musical arrangement to the extent necessary without changing the basic melody,
fundamental character or the lyrics of the composition, which arrangement will not be considered a "derivative work" by law. Such contracts may also
include the right to make a limited number of physical reproductions (e.g., DVD, CD) of the Licensed Content in each New Media Project in which Your
Authorized Content is used, not to exceed 100.
(e) "New Media Project" means a production or project which makes use of new media or multimedia platforms, including
website-music, Flash animations and presentations, videos, slideshows, Powerpoint presentations, online or mobile video sharing (e.g., YouTube,
Animoto, etc.), so-called "apps" (including app-games), and web-based online video games, but not any productions or projects that might be deemed to
be for traditional distribution channels or platforms, such as traditional broadcast television, theatrical release, or DVDs/CDs (except for the
limited number of copies described in Section 2(d) herein).
(f) "Represent" means the right to: (i) reproduce Your Authorized Content on computer servers owned or
controlled by a Licensee; (ii) publicly perform, communicate to the public, publicly display, reproduce and distribute,
without payment to you (or any third party, including any collection society(ies)) Your Authorized Content (including by way
of offering permanent digital copies, full-length streaming transmissions, or both), through any online or mobile stores or other
services operated by a Licensee (e.g., Rumblefish’s Music Licensing Store, Rumblefish’s Friendly Music Store, or the Rumblefish
API), for purposes of permitting a Licensee’s customers to preview Your Authorized Content for potential licensed use(s);
(iii) publicly perform, communicate to the public, publicly display, reproduce and distribute, without payment to you
(or any third party, including any collection society(ies)) Your Authorized Content for promotional purposes by way of
full-length streaming transmissions, except that, in the case where such promotional streaming transmissions are not
being accessed on a website or application of an online or mobile store or service offered by a Licensee (e.g., in the
case of promotional streaming transmissions through widgets that users post on third party sites, such as promotional
streaming transmissions through so-called “Facebook status updates”), the streaming transmissions will be limited to (90)
seconds in duration; (iv) issue All Media and MicroSyncSM licenses (depending on which option you enabled when opting
in to the Sync Distribution Service); (v) authorize third parties to derive or generate revenues from the sale or barter
of advertising to be displayed or performed in conjunction with audiovisual works embodying Your Authorized Content,
provided such authorization is for a fee and not for free (except in the case of promotional uses expressly authorized
by you); (vi) reproduce, distribute, publicly display, communicate to the public, and/or otherwise use, and authorize
others to reproduce, distribute, publicly display, communicate to the public and/or otherwise use, the names and approved
likenesses of, and biographical material concerning any artists, bands, producers and/or songwriters, as well
as track and/or album name, and all artwork related to your sound recordings, or musical works, in connection with the use
of Your Authorized Content; (vii) exercise or grant those rights which are not expressly granted under this Sync Distribution
Addendum, but which may be reasonably necessary for Licensees, or customers of a Licensee, to have in furtherance of the
intended purposes of this Sync Distribution Addendum; and (viii) fully sublicense (through single or multiple tiers)
any of the foregoing rights or any of the other rights that CD Baby or Licensees are authorized to exercise pursuant to
this Sync Distribution Addendum.
(g) "UGC Networks" means YouTube and such other services that permit user-generated content to be uploaded to the service; but
only to the extent that CD Baby has entered into a written agreement with a Licensee specifically authorizing such other online video services.
(h) "Your Authorized Content" means the sound recordings, and the musical works embodied in such sound recordings, and any
album related artwork, photos, liner notes, metadata and other material related to your sound recordings that you have provided to CD Baby and that you
elect in your CD Baby Member's account to make available pursuant to this Sync Distribution Addendum. Any such sound recordings (and the musical works
embodied therein), artwork, photos, liner notes, metadata, or other materials must be owned or controlled by you and/or have been cleared by you for
all purposes and rights granted and authorized under this Sync Distribution Addendum. For the avoidance of doubt, Your Authorized Content embodies each
sound recording and the musical work(s) (i.e., the music and lyrics) embodied in each sound recording.
3. Additional Grant.
In addition to the rights granted in the CD Baby Artist Agreement, you hereby grant to CD Baby the non-exclusive right to sublicense Licensees, and to
our designated Licensees the nonexclusive right, to Represent Your Authorized Content for use on a nonexclusive basis during the Term and throughout
the universe in strict compliance with this Sync Distribution Addendum and any agreement separately entered into between CD Baby and a Licensee. CD
Baby shall have sole discretion over the Licensees to be granted sublicenses pursuant to this Addendum.
4. Exclusive Content ID Administration Rights.
(a) During the Authorized Term and throughout the universe, CD Baby or one or more of its Licensees will, with respect to Your Authorized Content, be
the exclusive administrator of all so-called "Content ID" controls (and any similar controls, including any controls that allow for the monetization of
content that is identified via content-matching and/or audio fingerprinting technologies) on UGC Networks, it being acknowledged that this will allow
CD Baby or our Licensees to (i) ensure that a Licensee's customers who have been granted a license pursuant to Section 3 of this Sync Distribution
Addendum are able to exercise such license; and (ii) collect additional revenues that may be generated from the use of Your Authorized Content on UGC
Networks consistent with the grant of rights in Section 3 of this Sync Distribution Addendum.
(b) In the event that the administration of Content ID controls (and/or similar controls) for any of Your Authorized Content is returned to you ( e.g., after the Authorized Term), you will neither administer, nor authorize any third party(ies) to administer such Content ID controls (or
similar controls) in a manner that would disable any licensed uses of Your Authorized Content that, during the Authorized Term, were authorized by
Licensee or a customer of a Licensee.
5. Term.
The term of this Sync Distribution Addendum ("Authorized Term") commences on the date on which you clicked the "I Agree" button
related to this Sync Distribution Addendum, and will continue unless and until terminated. If you wish to terminate the Authorized Term, you must
provide us with written notice at cdbaby@cdbaby.com. Within seven (7) business days of our receipt of your Termination Notice we shall advise
Licensees that they are no longer authorized to Represent Your Authorized Content. If a Licensee fails to discontinue further licensing of Your
Authorized Content following receipt of a notification of termination of a license, you retain all rights to pursue any causes of action against such
third party, and hereby agree that you shall have no claims or causes of action, including, but not limited to, for monetary damages or injunctive
relief, against CD Baby for any third party's unauthorized use of your licensed content. However, any licenses that, during the Authorized Term, shall
have been issued by a Licensee, or by a customer of a Licensee, for the use of any of Your Authorized Content as permitted in this Sync Distribution
Addendum, shall continue and remain in full force and effect, it being agreed that the term of any such licenses shall be separate and apart from the
Authorized Term and will, accordingly, survive termination of the Authorized Term. Provisions of this Sync Distribution Addendum, which, by their
nature or sense, are intended to survive the termination of the Authorized Term, such as, but not limited to, the provisions in Sections 4(b), 7, 8, 9,
10, 11 and 12, will survive the termination of the Authorized Term.
6. Payment.
A Licensee is obligated to pay to CD Baby a "CD Baby Artist Royalty”" in an amount that is set forth in the agreement entered
into between CD Baby and the Licensee pursuant to the rights granted in this Sync Distribution Addendum. CD Baby shall remit to
you a portion of the CD Baby Artist Royalty attributable to the use of Your Authorized Content actually received from a Licensee.
CD Baby will use commercially reasonable efforts to make a payment to you (by wire or electronic transfer) for amounts generated
pursuant to the rights granted in this Addendum no later than 15 days after amounts were actually received by CD Baby from a
Licensee and your Threshold Amount has been met. The default Threshold Amount is $50 and can be changed at any time as long as it
equals or exceeds the Minimum Threshold of $10. You may withdraw funds by physical check for a charge of $1.50 USD per check
withdrawal to cover processing fees. If a check is not redeemed after 180 days from the date it was issued, the funds
(minus the fee) will be returned to your Account. If you have provided an undeliverable mailing address and two or more
consecutive payments have been returned to CD Baby as undeliverable, we may stop sending future payments to you until you
provide a deliverable mailing address. Funds may also be requested in the form of a direct deposit (ACH), which will incur a fee of $2.50 for bank accounts located outside of the United States; direct deposits to US based bank accounts are free of charge. International clients using International ACH (direct deposit) to receive payments are responsible for any currency losses due to market fluctuations if the International ACH payment is returned or rejected. These amounts will be deducted directly from your CD Baby account. Refer to our FAQ (link to our updated FAQ) for a complete list of eligible countries. Additional fees for returned direct deposit (ACH) transactions will be your responsibility; the current schedule of fees can be found in our FAQ (link to our updated FAQ). Payments pursuant to this Addendum constitute full and complete consideration for
the licenses and authorizations granted, and representations, warranties, undertakings, and covenants made by you under this
Sync Distribution Addendum. Although CD Baby reserves the right to take any actions available to it in any dispute with a
Licensee, nothing in this Sync Distribution Addendum obligates CD Baby to collect any amounts due it by a Licensee or initiate
any cause of action against a Licensee for non-payment of any CD Baby Artist Royalties.
7. Third Party Clearances.
a. Third Party Clearances. You will be responsible for obtaining and paying for any and all clearances or licenses required throughout
the universe for the use of Your Authorized Content. Without limiting the generality of the foregoing, you shall be responsible for and shall pay (i)
any royalties and other sums due to artists (featured and non-featured), authors, co-authors, copyright owners and co-owners, producers,
engineers, and any other record royalty participants from sales or other uses of Your Content, (ii) all mechanical royalties or other sums payable to
music publishers and/or authors or co-authors of musical compositions embodied in Your Authorized Content from sales or other uses of Your Authorized
Content, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or
guilds such as AFM or AFTRA), and (iv) any other royalties, fees and/or sums payable with respect to Your Authorized Content or other materials
provided by you to us. You agree that the amount payable to you is inclusive of any so-called "artist royalties" that might otherwise be required
to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or
communications to the public of the sound recordings and musical works constituting Your Authorized Content. To the extent permitted by law, you hereby
waive any so-called "moral rights" in Your Authorized Content applicable under the laws of any jurisdiction.
b. Notification of Collection Societies. If any portion of Your Authorized Content is now or in the future administered in any
territory(ies) by any performance rights society, or any other collection society, you will be responsible for ensuring that such collection societies
are notified of this Agreement, and of any other agreements or activities related to this Sync Distribution Addendum, in accordance with any
obligations that may be applicable (e.g. obligations under agreements that relate to such collection societies' administration of public
performance rights in Your Authorized Content).
c. Subject to the immediately succeeding sentence, and, except as expressly provided in this Sync Distribution Addendum, any Licensees shall have no right under this Sync Distribution Addendum to grant a free license for the public performance of any of your musical works embodied in Your Authorized Content to any party that is a licensee of a performing rights organization authorized to license your musical works as of the date such party obtains a license from a Licensee. The restrictions set forth in the foregoing sentence do not apply in the case of licenses for the public performance of any of the musical works embodied in Your Authorized Content where the applicable license shall have been issued for any use described in Section 2(d) or 2(e).
8. Representations and Warranties by You.
You represent and warrant to us that: (i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or
interest in and to Your Authorized Content, including all musical compositions embodied in Your Authorized Content, and that you are authorized to
provide Your Authorized Content to us for the uses specified in this Sync Distribution Addendum; (ii) If you are acting on behalf of an artist, band,
group or corporation, you represent and warrant that you are fully authorized to enter into this Sync Distribution Addendum on behalf of such artist,
band, group, or corporation and to grant all rights and assume and fulfill all of the obligations, covenants, representations and warranties set forth
in this Sync Distribution Addendum; (iii) you own or control all of the necessary rights in Your Authorized Content in order to make the grant of
rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name
or likeness is contained or used within Your Authorized Content, and to use such individual's identifying or personal information (to the extent such
information is used or contained in Your Authorized Content) as contemplated by this Sync Distribution Addendum; (iv) the use or other exploitation of
Your Authorized Content by us, or by Licensees, or by any customers of Licensees, all as contemplated and authorized by this Sync Distribution
Addendum, will not infringe or violate the rights of any third party, including any privacy rights, publicity rights, copyrights, contract rights, or
any other intellectual property or proprietary rights; (v) no rights in or to any of Your Authorized Content have been assigned or otherwise provided
to any third party that obtained exclusive rights; and (vi) no fees or payments of any kind shall be payable to any third party for the use of Your
Authorized Content as contemplated by this Sync Distribution Addendum.
9. LIMITATION OF LIABILITY: BASIS OF BARGAIN. THE LIABILITY LIMITATIONS APPLICABLE TO CD BABY UNDER THE CD BABY MEMBER
AGREEMENT WILL ALSO BE AFFORDED TO LICENSEES AND LICENSEE CUSTOMERS (WITH LIABILITY BEING LIMITED TO THE AMOUNT THAT WAS PAID BY THE APPLICABLE
LICENSEE TO CD BABY FOR THE LICENSED USE OF YOUR AUTHORIZED CONTENT IN THE SIX MONTHS PRIOR TO THE APPLICABLE DISPUTE). APPLICABLE LAW MAY NOT ALLOW
THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH CASES YOU AGREE
THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND OUR LICENSEES, AND ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CD BABY, OUR LICENCEES' AND LICENSEE CUSTOMERS' LIABILITY SHALL BE LIMITED TO THE
MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT OUR LICENSEES WOULD NOT BE ABLE TO OFFER THEIR SERVICES ON AN ECONOMICALLY FEASIBLE
BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILIY.
10. Indemnification.
a. Indemnification. You hereby agree to indemnify, defend and hold harmless CD Baby and Licensees and customers of Licensees
exercising rights consistent with the grant of rights set forth in this Addendum, from and against any and all damages, claims, liabilities, costs,
losses, and expenses (including, but not limited to, legal costs and attorneys' fees) (collectively, "Claims") arising out of
any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Addendum. You agree to reimburse
us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of
any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not
exceed your potential liability to us pursuant to this Section 10(a).
b. Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense,
disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement
or agree to any disposition that requires any admission of liability by CD Baby or any Licensee or customer of a Licensee or imposes any conditions or
obligations on CD Baby or a Licensee or customer of a Licensee (for the purposes of this Section 10, the "Indemnified Parties")
other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to
the Indemnified Parties. If the Indemnified Parties, in their reasonable and good faith judgment conclude that you are not capable of defending the
interests of one or more of the Indemnified Parties against any Claims, then the Indemnified Parties, either individually or collectively, shall have
the option to control the defense in any matter or litigation through counsel of their own choosing to defend against any such Claim for which you owe
the Indemnified Parties an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.
11. DISPUTE RESOLUTION. YOU AGREE THAT IN THE EVENT YOU INITIATE A CLAIM OR DISPUTE AGAINST A LICENSEE, SUCH CLAIM OR DISPUTE
MUST BE RESOLVED EXCLUSIVELY IN THE MANNER THAT CLAIMS AGAINST CD BABY ARE RESOLVED UNDER THE CD BABY MEMBER AGREEMENT, AND THAT FOR CLAIMS OR DISPUTES
AGAINST A LICENSEE, SUCH LICENSEE WILL BE ENTITLED TO ALL BENEFITS OF THE DISPUTE RESOLUTION PROVISIONS OF THE CD BABY MEMBER AGREEMENT.
12. Miscellaneous.
(a) Construction. Wherever the words "include," "includes" or "including" are used in this Sync Distribution Addendum, they shall be
deemed to be followed by the words without limitation. In relation to the rights, remedies, and benefits granted hereunder, and the representations and warranties herein, the term "Licensees" is
deemed to include Licensees' sublicensees as well as Licensees' successors and assigns.
(b) No Minimum Use Guarantees. You agree that CD Baby makes no guarantees regarding any minimum amount of uses or minimum payments
that may be generated from the use of Your Authorized Content pursuant to this Addendum.
(c) Third Party Beneficiaries. Licensees and any Licensee customers are intended third party beneficiaries of this Sync Distribution
Addendum. This Sync Distribution Addendum confers rights,
remedies, benefits, representations, and warranties to Licensee and Licensee customers. The rights granted in this Sync Distribution Addendum are
assignable by CD Baby. The rights granted to a Licensee or a customer of a Licensee pursuant this Addendum shall be assignable by a Licensee or a
customer of a Licensee except as otherwise limited in any agreement entered into between CD Baby and a Licensee.